Robert Willens

7351 Results

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

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...

"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...

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...

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...

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...

"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...

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.

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...

"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...

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...

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...

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...

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...

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...

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...

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...

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....

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 stock...

Tax Refunds Owned As "TBE": May 21, 2021 - Bulletin Print Report; On March 26, 2019, the Debtor, ("D"), filed this case under Chapter 7 of the Bankruptcy Code. After the filing, D and his spouse, G, filed their 2018 and 2019 federal...

PFGC And CORE Will Engage In A "Reorganization": May 20, 2021 - Bulletin Print Report; Performance Food Group Co., ("PFGC"), and Core-Mark Holding Co., Inc., ("CORE"), announced that they have entered into a definitive agreement pursuant to wh...

Additional Thoughts Regarding T's Historic "RMT" Transaction: May 20, 2021 - Bulletin Print Report; Apparently, certain analysts were disappointed to learn that AT&T, Inc., ("T"), is divesting its WarnerMedia business through the means of a Reverse Morris...

Theft By False Pretenses: May 20, 2021 - Volume 15 Issue 96 Print Report; A and B, while shareholders of U and V, entered into an agreement and plan of reorganization with W, a publicly traded corporation whose stock was listed on the Ameri...

Express Scripts Is A Service Provider: May 20, 2021 - Bulletin Print Report; Many health insurers provide health insurance and medical benefits programs to their members or employees, a standard part of which is a prescription drug or pharmacy benefit....

Gain From Grant Of Easement Determined: May 19, 2021 - Volume 15 Issue 95 Print Report; The taxpayer purchased a 60-acre farm in 1928 for $60,000. In 1964, an electric power company purchased an easement along the southern boundary of the farm for the construction...

Taxpayer Acted With "Reckless Disregard" Of A Known Or Obvious Risk: May 19, 2021 - Bulletin Print Report; R has been a naturalized citizen of the United States since 1982. In 1998, R opened his first foreign bank account, ("UBS account"). R chose to have a numbered, rathe...

IHSS Payments Constitute "Earned Income": May 19, 2021 - Bulletin Print Report; APPs filed a joint federal income tax return for 2018. On that return, APPs reported wages of $6,308; adjusted gross income of $6,308; zero taxable income; zero tax liability;...

Is Mayo Clinic An "Educational Organization?": May 19, 2021 - Bulletin Print Report; Mayo Clinic, ("M"), oversees healthcare system subsidiaries and operates the Mayo College. M is a tax-exempt organization under Sec. 501(c)(3) of the Code. The I.R.S....

Suit To Enjoin Reporting Requirements Not Barred By The "AIA": May 18, 2021 - Bulletin Print Report; The Anti-Injunction Act, (the "Act"), provides: "No suit for the purpose of restraining the assessment or collection of any tax shall be maintained in any court...

Newspaper Cannot Deduct Cost Of a Subscriber List: May 18, 2021 - Volume 15 Issue 94 Print Report; X corporation, ("X"), is the publisher of a local newspaper. On January 1, 1971, X entered into a contract with Y corporation, ("Y"), also a publisher, for...

Reliance On Attorney Insufficient To Show Reasonable Cause: May 18, 2021 - Bulletin Print Report; Failure to file an estate tax return or pay estate tax by the relevant deadlines results in the imposition of penalties. For both late filing and late payment, penalties are ca...

How Are Digital Assets Accounted For?: May 17, 2021 - Bulletin Print Report; Although the Financial Accounting Standards Board, ("FASB"),has not yet opined on the proper accounting for digital (or "crypto") assets, we do have s...

Land Used By Utilities Authority Subject To Tax: May 17, 2021 - Bulletin Print Report; Plaintiff, ("P"), is the owner of various parcels in the defendant municipalities. P made a claim for a tax exemption. P's exemption application was denied. In 19...

Taxpayer Was A "Manufacturer" For "BPOL" Tax Purposes: May 17, 2021 - Bulletin Print Report; The Taxpayer, ("TP"), operates a plant in the City that produces fertilizer additives that are sold to fertilizer companies to be incorporated into fertilizer. Raw ma...

T And DISCA To Embark On A Massive "RMT" Transaction: May 17, 2021 - Bulletin Print Report; AT&T, Inc., ("T"), and Discovery, Inc., ("DISCA"), announced a definitive agreement "to combine WarnerMedia's entertainment, sports, and news a...

New York Gross Receipts: May 17, 2021 - Volume 15 Issue 93 Print Report; A Corporation (A), a Delaware corporation, owns and operates a social networking website. A also provides online advertising services to advertisers. A maintains sale...

Investment Club Earnings Not Subject To "SE" Tax: May 14, 2021 - Volume 15 Issue 92 Print Report; A partnership is engaged solely in the operation of a group investment program involving insured bank savings certificates. Individuals participating in the arrangeme...

No "COGS" Deduction In The Absence Of Gross Receipts: May 14, 2021 - Bulletin Print Report; During tax years 2008 and 2009, B paid approximately $180 million to acquire hundreds of thousands ofacres of minerals and lease interests in West Virginia, Pennsylvania,...

Signed And Completed "RAR" Constitutes An "Initial Determination": May 14, 2021 - Bulletin Print Report; On November 28, 2011, an I.R.S. examining agent, ("EA"), sent petitioners a revenue agent's report, ("RAR"), attached to a Letter 4121 regarding petitio...

"Formal Declarations" Not Sufficient To Establish New Domicile: May 14, 2021 - Bulletin Print Report; Petitioners, ("Ps"), filed Form IT-203 for 2013. The form reflects that Ps moved out of New York State on June 11, 2013. Ps filed Form IT-203 for 2014. Ps' Florid...

ADS Announces A "Leveraged" Spin-Off: May 13, 2021 - Bulletin Print Report; Alliance Data Systems Corporation, ("ADS"), announced its intention to spin-off its LoyaltyOne segment, comprising its Canadian AIR MILEsReward Program and its...

Damages For Lost Rental Income: May 13, 2021 - Volume 15 Issue 91 Print Report; During a taxable year, the taxpayer, a land holding company whose income is primarily derived from the business of renting its land,granted a pipeline right-of-...

Excess Social Security Benefits Includible In Gross Income: May 13, 2021 - Bulletin Print Report; For a number of years before 2016, Petitioner, ("P"), was eligible for, and in fact received, Social Security disability benefits. Her eligibility ended sometime in 2...

Regulatory Measures Attract Less Scrutiny Under The Commerce Clause: May 13, 2021 - Bulletin Print Report; G is a North Carolina-based corporation engaged in the business of selling tobacco products and related items. The products are delivered to G's Florida customers by common...

What If Sycamore Acquired Victoria's Secret?: May 12, 2021 - Bulletin Print Report; The beleaguered L Brands, Inc., ("LB"), announced that its Board of Directors has unanimously approved a plan to separate the company into two independent public comp...

Child Tax Credit Not "A Public Assistance Benefit": May 12, 2021 - Volume 15 Issue 90 Print Report; Debtor, (D),filed a petition for relief under Chapter 13 of the bankruptcy code. On her Schedule C, D claimed exempt, as a "public assistance benefit,"...

Sellers Of Stock Were California Residents: May 12, 2021 - Bulletin Print Report; APPs were residents of Californiathrough 2007. APPs owned all of the shares of J. On February 25, 2008, APPsdrove to Henderson, Nevada and stayed for three days. AP...

Lessee-User Tax Not Properly Assessed: May 12, 2021 - Bulletin Print Report; The center is owned by the foundation and is used as a fitness center. The foundation hired the management company to manage the operations of the fitness center. The Managemen...

Merger Consideration Measured By Foregone Dividends: May 11, 2021 - Bulletin Print Report; Bonanza Creek Energy, Inc., ("BCEI"), and Extraction Oil & Gas, Inc., ("XOG"), announced that they have entered into a definitive agreement to combine i...

"COBE" Applies to 'B' Reorganizations: May 11, 2021 - Volume 15 Issue 89 Print Report; T Corporation, (T) sold all of its assets for cash to Z Corporation, (Z). T and Z were unrelated. The sale was made "as part of a plan" in connection with&n...

Determining The "Source" Of An IRA Contribution: May 11, 2021 - Bulletin Print Report; TPs are residents of State-1. In 2016, TPsearned W-2 wages. All of the wages were earned in Utah. TPs filed a Utah tax return as non-residents, reporting this income. Als...

Comptroller's Selection Of Apportionment Method Upheld: May 11, 2021 - Bulletin Print Report; The Partners are headquartered in Massachusetts. Each of the Partners is a corporation. Each of the Partners is a limited or general partner in T, a limited partnership. T'...

City Of Hampton's BPOL Tax On Internet Access Is Grandfathered: May 10, 2021 - Bulletin Print Report; The court must determine whether the gross receipts that Cellco, ("C"), earns through providing "internet access services" can be included in the "BPOL...

Dividend Income Is Subject To Tax Under Sec. 1411: May 10, 2021 - Bulletin Print Report; TP is a shareholder in a C corporation. It was determined that the corporation paid TP'spaid TP's personal expenses from corporate accounts, and the payments were...

Reducing Redemption Indebtedness: May 10, 2021 - Volume 15 Issue 88 Print Report; Y, a newly formed corporation, purchased all of the stock of X from A for cash and debt, including a subordinated debenture. Shortly after the acquisition of X stock,...

Shipping And Delivery Charges Subject To Sales Tax: May 7, 2021 - Bulletin Print Report; Petitioner sells and distributes terrazzo flooring supplies and natural stone countertop materials to customers in New York State. It is undisputed that these flooring supplies...

Remote Work Deemed Performed At Principal Place Of Business: May 7, 2021 - Bulletin Print Report; On March 22, 2020, Ohio's State Director of Health issued an Order directing that "all individuals currently living within the State of Ohio...stay at their home or at...

Bid-In Price Did Not Represent Fair Market Value: May 7, 2021 - Volume 15 Issue 87 Print Report; Petitioners owned real property in Austin, Texas (the "DCP"). The DCPwas not used in any trade or business of petitioner. The mortgage on the DCP, whi...

Sales Of Hydrogen Fuel Not Subject To Sales Tax: May 7, 2021 - Bulletin Print Report; Petitioner intends to establish a "hydrogen distribution network" using high-pressure hydrogen supply and charging stations in New York State to supply vehicles power...

Does ODP's Spin-Off Portend Or Deter Its Acquisition?: May 6, 2021 - Bulletin Print Report; The ODP Corporation, ("ODP"), announced that its Board of Directors has approved a plan "to pursue a separation of the Company into two independent, publicly tra...

Investment Club Not Engaged In A Trade Or Business: May 6, 2021 - Volume 15 Issue 86 Print Report; An "investment club," a partnership for Federal income tax purposes, was formed by a group of 20 individuals solely for the purpose of investing in securities. The me...

Deferred Compensation Not New York Source Income: May 6, 2021 - Bulletin Print Report; Petitioner, ("P"), retired in 2014 and became a resident of California on March 31, 2014. Prior to his retirement, P was a resident of New York State. P was employed...

A Shooting Range Falls Under The "Amusement" Category: May 6, 2021 - Bulletin Print Report; S operates an indoor shooting range in Phoenix, Arizonaunder the name "Shooter's World." The transaction privilege tax is an excise tax on the privilege or...

Unclaimed Deposits Constitute Income To Bank: May 5, 2021 - Volume 15 Issue 85 Print Report; The taxpayer, a national bank, acquired various assets and assumed certain liabilities of a liquidated national bank (the predecessor bank). Among such liabilities were certain...

Foreign Corporation's Capital Gain Subject To NYC "GCT": May 5, 2021 - Bulletin Print Report; Petitioner, ("P"), is owned by two limited partnerships, OLP and QOLP, (the "POEs"). The POEs' investment strategy is to buy equity interests in alterna...

"Unitary" NOL Not Eligible For Carryover: May 5, 2021 - Bulletin Print Report; Maine applies the "unitary business/formula apportionment approach" to identify the portion of income that is fairly taxable by Maine. If a group of corporations meet...

Investors Denied Theft Loss Deduction: May 4, 2021 - Bulletin Print Report; Petitioners, ("Ps"), filed Schedules C for wife's realty business and husband's consulting business, ("H"). H entered into a stock purchase agreemen...

Payments To Settle Civil Antitrust Lawsuit Are Deductible: May 4, 2021 - Volume 15 Issue 84 Print Report; T is a railroad that transports coal throughout various central and southern states. In 1973, Competitor ("C") was formed to develop, build, and operate the pipeline....

MDP Unveils A "Morris Trust" Transaction: May 4, 2021 - Bulletin Print Report; Meredith Corporation, ("MDP"), is engaged in the active conduct of two separate and distinct trades or businesses:a "Local Media" business and a "...

District Court Does Not Have Jurisdiction Over Overpayment Interest Claim: May 4, 2021 - Bulletin Print Report; The Ps are victims of Bernie Madoff'sPonzi scheme and "paid millions of dollars in taxes on income that they later learned was fictitious." The Ps filed mul...

Legal Expenses In Defending Infringement Claims Ruled Deductible: May 3, 2021 - Bulletin Print Report; Mylan, Inc., ("M"), is a manufacturer of brand name and generic pharmaceutical drugs. It incurred significant legal expenses in preparing "notice letters" a...

Realty Income Corporation Will Acquire VEREIT, Inc.: May 3, 2021 - Bulletin Print Report; Realty Income Corporation, ("R"), and VEREIT, Inc. (V), each a real estate investment trust, ("REIT"), announced that the two companies have entered into a...

When Is A Dividend "Distributed?": May 3, 2021 - Volume 15 Issue 83 Print Report; T is a REIT. T has outstanding one class of stock which is traded on a national stock exchange. T owns "x%" of the stock of A. T acquired the stock in Month 1 as rent...

Storage Tanks Exempted From Personal Property Tax: April 30, 2021 - Bulletin Print Report; AG manufactures power drive gear systems. The manufacturing process requires AG to use special furnaces. The parties do not dispute that the furnaces constitute "machinery...

New Jersey's "AMA" Is Preempted By P.L. 86-272: April 30, 2021 - Bulletin Print Report; S, located in California, is a canner of tomato products. The taxpayer employs a representative in New Jersey. S did not maintain an inventory of products in N.J. The Director...

I.R.S. Explains How to Correct a Pension Reporting Error: April 30, 2021 - Volume 15 Issue 82 Print Report; A taxpayer, TP, commenced pension benefits on August 31, 2002. TP is entitled to a monthly amount payable for his life. If TP's spouse, B, survives after his deat...

Attorney's Fees Were Miscellaneous Itemized Deductions: April 30, 2021 - Bulletin Print Report; Petitioners timely filed a joint income tax return for 2016 reporting wages of $53,875 and a $14,000 loss on Schedule E, Supplemental Income and Loss. Petiti...

Royalty Income Exclusion Again Found To Be Unavailable: April 29, 2021 - Bulletin Print Report; On P's amended form CT-3A for 2009, P subtracted $273,090,225 on line 15. Of the total amount, $259,649,019 represents royalty payments received by P pursuant to license ag...

Calculating A QSF's Modified Gross Income: April 29, 2021 - Volume 15 Issue 81 Print Report; In Year 1, the S.E.C. filed a civil action against Entities and certain individual defendants alleging violation of federal securities laws. The court granted the S.E...

Will FSM's Acquisition Of Roxgold Be A Reorganization?: April 29, 2021 - Bulletin Print Report; Fortuna Silver Mines, Inc., ("FSM"), and Roxgold, Inc., ("R"), each a Canadian corporation, announced that they have entered into a definitive agreement &qu...

Trucks Not Part Of The Manufacturing Process: April 29, 2021 - Bulletin Print Report; C is a sugar cane milling and manufacturing company. C argued that the trucks and trailers it used to transport cut cane to the sugar mill are "an integral part of the sug...

JCOM Announces A Spin-Off: April 28, 2021 - Bulletin Print Report; J2 Global, Inc., ("JCOM"), "a leading internet information and services company," announced its plan to separate the company into two independent publicly t...

President Biden Releases Certain Details Of His "American Families Plan": April 28, 2021 - Bulletin Print Report; In advance of tonight's address before a joint session of Congress, President Biden and his staff have published a "fact sheet" that provides certain details of h...

Night Worker Is the "Custodial" Parent: April 28, 2021 - Volume 15 Issue 80 Print Report; Petitioner, (P), timely filed his 2009 and 2010 Idaho income tax returns. Subsequent to P filing his incometax returns, the Tax Commission received a second pai...

Honey Bees Constitute "Livestock": April 28, 2021 - Bulletin Print Report; The question presented is the following: Are sales of honey bees exempt from the sales and use tax as "livestock" under South Carolina Code Section 12-36-2120(4)? The...

Who Owns Residential And Commercial Waste?: April 27, 2021 - Bulletin Print Report; The use-tax assessments at issue relate to N's purchases of (1) a 2015 P truck, (2) a 2013 P truck, and (3) a 2013 L truck. The L truck is designed to pick up and haul resi...

Owner Of A Foreign Bank Account Has A "Financial Interest" Therein: April 27, 2021 - Bulletin Print Report; Regulations implementing the Bank Secrecy Act require that "each person subject to the jurisdiction of the United States...having a financial interest in...a...financial a...

Characterizing Income From Surrender Of Insurance Contract: April 27, 2021 - Volume 15 Issue 79 Print Report; TP, a corporation headquartered in State A, is a distributor of Product 1 and a producer of Product 2. On Date 1, TP purchased from C1 contracts that provided approxi...

The FTC's Ability To Seek Equitable Monetary Relief Is Circumscribed: April 26, 2021 - Bulletin Print Report; The petitioner, ST, controlled several companies that provided borrowers with short-term "payday" loans. In 2012, the Federal Trade Commission, (the "FTC" o...

11th Circuit Reverses District Court On Tax Refund Issue: April 26, 2021 - Volume 15 Issue 78 Print Report; NB is the parent of a number of subsidiaries, including B. NB filed consolidated income tax returns on behalf of itself and its subsidiaries pursuant to a tax sharing...

Cannabis Business Cannot Enlarge Its "COGS": April 26, 2021 - Bulletin Print Report; H operates a retail cannabis dispensary. H sold several categories of products, including "buds." H purchased the buds from its patients-growers and did not grow any...

Reasonable Cause For Failure To File Not Shown: April 26, 2021 - Bulletin Print Report; Mr. A operates a construction business as a sole proprietorship. Mrs. A handles the business paperwork. Plaintiffs, ("Ps"), regularly hire subcontractors as needed fo...

The Willens Deal Survey April 2021: April 23, 2021 - The Deal Survey: April 2021 Print Report; Welcome to our summary of deals for April 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

MLHR To Annex KNL In A Taxable Transaction: April 23, 2021 - Bulletin Print Report; Herman Miller, Inc., ("MLHR"), and Knoll, Inc., ("KNL"), announced that they have entered into a definitive agreement pursuant to which MLHR will acquire KN...

Partnerships Need Not Reduce Their Depletion Deductions: April 23, 2021 - Bulletin Print Report; TPs are engaged in the business of mining and thus both are subject to the Minnesota occupation tax. See Minn. Stat. section 298.01 subd. 4. The occupation tax, which is impose...

Prepayment Of Mortgage At A Discount: April 23, 2021 - Volume 15 Issue 77 Print Report; In order to reduce the number of its low-interest mortgages, a financial institution offered a 10-percent discount to each individual with an existing low-interest mo...

MIDD Agrees To Acquire WBT: April 23, 2021 - Bulletin Print Report; The Middleby Corporation, ("MIDD"), and Welbilt, Inc., (WBT), announced that they have entered into a definitive agreement "under which MIDDwill acquire WB...

The Limits of Sec. 1033: April 22, 2021 - Volume 15 Issue 76 Print Report; In 1936, petitioner, (W), bought a tract of land in Port Arthur, Texas, on which was situated a building known as the LC. W's basis in the property was $47,015.13...

NASCAR's Broadcast Revenues Allocated To Ohio: April 22, 2021 - Bulletin Print Report; NASCAR Holdings, Inc., ("N"), is headquartered in Daytona Beach, Florida and sanctions races at tracks in more than 30 states, Canada, Mexico, and Europe. During the...

CNI Makes "Blowout" Bid For KCS: April 22, 2021 - Bulletin Print Report; Just a few weeks ago, Canadian Pacific Railway, Ltd., ("CP"), and Kansas City Southern, ("KCS"), entered into a definitive agreement pursuant to which CP wa...

Derivative Commodity Instruments Are Intangible Assets: April 22, 2021 - Bulletin Print Report; P and its subsidiaries "engage in fully integrated petroleum operations, chemicals operations, mining operations, power generation, and energy services." P uses deriv...

Sec. 246(c)(1)A) Applies To RIC-Designated Dividends: April 21, 2021 - Volume 15 Issue 75 Print Report; X qualifies as a regulated investment company (RIC). Y, a domestic corporation that held shares of X stock, received a distribution from X. Y did not meet the holding...

Special Assessment Found To Be Valid: April 21, 2021 - Bulletin Print Report; The City Code authorizes special benefit assessments against any building to which the city of W provides water and sewer service. For warehousing, the charges are calculated b...

DELL's Exchange Offer Not A Taxable Event: April 21, 2021 - Bulletin Print Report; Dell International LLC and EMC Corporation, affiliates of Dell Technologies, Inc., ("DELL"), are offering to exchange outstanding notes for "exchange notes."...

Thoughts On VMW's "Special Cash Dividend": April 21, 2021 - Bulletin Print Report; An important aspect of the transaction pursuant to which VMW will be separated from DELL via a tax-free spin-off, is that, at closing, "VMW will distribute a 'special...

Qualifying For a New Trade or Business: April 20, 2021 - Volume 15 Issue 74 Print Report; In 1964, ER was qualified as a licensed practical nurse, (LPN), in Minnesota. She has been engaged in the nursing field since 1964....

Shared Responsibility Payment Is Not Entitled To Priority: April 20, 2021 - Bulletin Print Report; On November 15, 2019, J filed for relief under Chapter 13 of the Bankruptcy Code. The United States claims a tax and interest for a total priority claim attributable to the sha...

PepsiCo Shell Subsidiary Properly Included In Unitary Group: April 20, 2021 - Bulletin Print Report; Under Illinois law, business income from a unitary business group which is properly attributable to Illinois is subject to income taxation. Illinois allows...

Sales To A Fraternity Are Subject To Meals And Rooms Tax: April 19, 2021 - Bulletin Print Report; Petitioner, ("P"), provides meals and management services to a fraternity, on the premises of a fraternity house at a public university, through a meals and managemen...

Lavish Spending Prevents Discharge Of Tax Debts: April 19, 2021 - Bulletin Print Report; H appeals the district court's determination that his federal tax debts were not dischargeable in bankruptcy because H had willfully evaded paying them. H has been a self-e...

KIM And WRI Plan A Two-Party Merger: April 19, 2021 - Bulletin Print Report; Kimco Realty Corporation, ("KIM"), and Weingarten Realty Investors, ("WRI"), each a real estate investment trust, ("REIT"), announced that they ha...

Worthless Loan Is a Nonbusiness Bad Debt: April 19, 2021 - Volume 15 Issue 73 Print Report; Petitioner is a software engineer. He developed software and licensed it to NPGS and NPS. During the year in issue, petitioner, age 51, was the C.E.O. and owned 48.3...

Site Fees Subject To Sales Tax: April 16, 2021 - Bulletin Print Report; P owns a special events venue in Suffolk County, New York. It offers facilities for events and celebrations... The venue can be rented to customers with or without catering. Re...

Split-Off Not Recast as a Shareholder-Level Exchange: April 16, 2021 - Volume 15 Issue 72 Print Report; X Corporation, (X), and Y Corporation, (Y), were each engaged in the construction business. Mr. A and Mr. B each owned, for more than five years, 50 percent of the st...

Yogurt Cups Not Subject To Sales Tax: April 16, 2021 - Bulletin Print Report; P is a convenience store chain with numerous locations throughout New York State. These locations have both indoor and outdoor seating for customers. P locates the individual 8...

DELL Announces Eagerly Anticipated Spin-Off Of VMW: April 15, 2021 - Bulletin Print Report; With the five year anniversary of Dell Technologies Inc.'s acquisition of EMC Corporation rapidly approaching, such anniversary beingthe date on or after which a spin...

Maintenance Of Citizenship Does Not Prevent Change Of Domicile: April 15, 2021 - Bulletin Print Report; Taxpayer, ("TP"), filed a Virginia Special Non-Resident Claim for Individual Income Tax Withheld for the 2019 taxable year for taxes withheld on a distribution from a...

Deed In Lieu Of Foreclosure: April 15, 2021 - Volume 15 Issue 71 Print Report; Appellant and her former spouse, JDO, were separated on August 29, 1988, and were subsequentlydivorced on August 22, 1991. &nb...

The I.R.S. Non-Acquiesces To The Schieber Decision: April 15, 2021 - Bulletin Print Report; In Schieber v. Commissioner, T.C. Memo. 2017-32, the issue was whether, and to the extent to which, the taxpayer was "insolvent" for tax purposes....

Lawyer's Fines Not Deductible: April 14, 2021 - Volume 15 Issue 70 Print Report; Petitioner, (P), is a licensed attorney. Amonghis clients is his brother's business. P is a cash basis taxpayer. In...

Inventories Are Valued At "Cost": April 14, 2021 - Bulletin Print Report; TP has a single trade or business in which it purchases and resells units of tangible personal property ("goods") that constitute merchandise in the hands of TP. TP d...

Federal Incentive Payments Are Not Contributions Or Donations: April 14, 2021 - Bulletin Print Report; TP is a medical services provider. TP operates health clinics and surgery centers. TP received federal incentive payments to upgrade its physical medical records to electronic...

"SPAC" Warrants Invite S.E.C. Scrutiny: April 13, 2021 - Bulletin Print Report; The Acting Chief Accountant of the Division of Corporate Finance of the S.E.C. has disclosed that, in certain circumstances, warrants issued by special purpose acquisition comp...

Reduction of Amount of Nonrecourse Debt: April 13, 2021 - Volume 15 Issue 69 Print Report; In 1988, A borrowed $1 million from C and signed a note payable to C for $1 million that bore interest at a fixed market rate payable annually. A had no personal liab...

Costs Related To Egg Donation And Surrogacy Are Not Deductible: April 13, 2021 - Bulletin Print Report; TPs are a male same sex couple legally married in State. TPs wish to have a child who has as much representative DNA from the couple as possible. TPA will donate sperm and TPB&...

Insurance Agent Engaged In A Qualified Trade Or Business: April 13, 2021 - Bulletin Print Report; P was formed in Year 1. In exchange for stock in P, TP and certain other shareholders contributed cash to P on Date 2. P converted into a limited liability company on Date 3 an...

"Made In America" Tax Plan Seeks To Raise U.S. Corporate Tax Revenue: April 12, 2021 - Bulletin Print Report; Because the foreign source income of a foreign corporation is not subject to United Statestaxation, U.S. corporations have always found it advantageous to conduct their f...

I.R.S. Rules On DD's "Reverse Morris Trust" Transaction: April 12, 2021 - Bulletin Print Report; LTR202114017, January 21, 2021, addresses the "leveraged"Reverse Morris Trust transaction in which DuPont de Nemours, Inc., ("D"), combined its...

Preferred Stock Dividends Not "Extraordinary": April 12, 2021 - Bulletin Print Report; Taxpayer (whom we are assuming is a domestic corporation)acquired newly issued preferred stock of Corporation, (the "Preferred Stock"). The Preferred Stock is n...

"Open Transaction" Method Rejected: April 12, 2021 - Volume 15 Issue 68 Print Report; Plaintiff, (P), was established in the last will and testament of BP, who died onJanuary 5, 1981. P formerly owned 25 percent of the stock of W and B. In 1990,...

A Trust And Its Creators Are Separate Entities: April 9, 2021 - Bulletin Print Report; D and G owned a Chevrolet titled in their collective names. D and G also serve as grantors, trustees, and beneficiaries for the "D and G Joint Revocable Trust," (the...

"Wrongful Act" Insurance Premiums Are Deductible: April 9, 2021 - Volume 15 Issue 67 Print Report; A corporation engaged in the business of banking purchased two group liability insurance policies. The first policy indemnifies the bank against damages sustained as...

All Employees Contribute To GLG's Receipts: April 9, 2021 - Bulletin Print Report; This petition concerns the proper method for calculating petitioner's receipts for purposes of determining its general corporation tax and tax obligation to the City of New...

Determining The "Character" of "Boot" Gain: April 9, 2021 - Bulletin Print Report; Many reorganizations feature a mix of consideration paid to the target company's shareholders. It is not uncommon, for example, for the merger consideration to consist of e...

Deductions Allowed For "Business Meal Expenses": April 8, 2021 - Bulletin Print Report; I.R.S. Notice 2001-25, (April 8, 2021), provides guidance regarding one of President Trump's last initiatives, i.e., the institution of a temporary 100-percent deduction fo...

CODI Or Gain?: April 8, 2021 - Volume 15 Issue 66 Print Report; B is a limited partnership. During 1983 and 1984, B acquired a three-acre parcel of land ("property") and constructed a 12-story office building on the prop...

Determining The Classification Of A "Foreign Eligible Entity": April 8, 2021 - Bulletin Print Report; 1. On Date 1, S1 and S2, each a non-resident alien individual, form X, a foreign business entity that is eligible to make a classification election described in Reg. Sec. 301.7...

Fire Detection Systems Are Not Mill Machinery: April 8, 2021 - Bulletin Print Report; Taxpayer, ("TP"), manufactures spun yarns. TP purchases special fire detection and suppression systems, ("Systems"). Systems are designed and used for prote...

Notification Service Is Subject To Sales Tax: April 8, 2021 - Bulletin Print Report; Petitioner sells two automated services related to government requests for proposals, ("RFPs"). The first is its Procurement Service. A governmental customer creates...

Liquidation Disregarded: April 7, 2021 - Volume 15 Issue 65 Print Report; Corporation, ("C"), is a State W professional corporation. C has been an 'S' corporation since 1985. C is authorized to issue 200 shares of common stock of wh...

Marshall Island Shippers To Combine: April 7, 2021 - Bulletin Print Report; International Seaways, Inc., ("I"), and Diamond S Shipping, Inc., ("D"), are each organized under the laws of the Marshall Islands. D and I announced that t...

Purely Public Charity Is Not A "Business": April 7, 2021 - Bulletin Print Report; GS is a Pennsylvania non-profit corporation with its principal office in the City of Allentown, (the "City").GS is a tax-exempt organization under Sec. 501(c)(3...

No Willful Attempt To Evade Or Defeat Tax: April 7, 2021 - Bulletin Print Report; Plaintiff, ("P"), and her former husband, WH, were 50/50 owners of the Farm and SF. P and WH filed their 2012, 2013, and 2014 tax returns. The amount owed was $81,107...

Hertz's Net Operating Losses: April 6, 2021 - Bulletin Print Report; Hertz Global Holdings, Inc., ("HGH"), announcedlate last week that it has selected "an enhanced proposal" from Centerbridge Partners, Warburg Pincus,...

Goodwill Proceeds Excluded From Sales Factor: April 6, 2021 - Volume 15 Issue 64 Print Report; TP is in the business of developing and selling test, measurement, and monitoring equipment. During its 1999 tax year, TP sold its printer division to another corporation for a...

Repurchase Analogized To An Open Market Repurchase: April 6, 2021 - Bulletin Print Report; D is a State A corporation the stock of which is publicly traded and widely held. On Date 1, D formed C. D contributed assets and liabilities to C representing the operations o...

Clothing Designer Not Entitled To Research Credits: April 6, 2021 - Bulletin Print Report; M was the sole shareholder of LMI, an 'S' corporation. LMI designed, developed, produced, and sold clothing under many different brands or clothing lines. LMI followed...

The "SRP" Is Entitled To Priority Treatment: April 5, 2021 - Bulletin Print Report; In 2018, RS had not obtained health insurance. Consequently, the I.R.S. assessed a shared responsibility payment, ("SRP"), against him. On July 19, 2019, Ds jointly f...

Nurse Denied Education Expense Deduction: April 5, 2021 - Bulletin Print Report; O became licensed as a registered nurse, ("RN"), in 1999. Starting in 2005, O worked as an RN for WVC. In 2016, O's employer encouraged, but did not require, her...

Spouse's Home Ownership Deprives Couple of FTHBC: April 5, 2021 - Volume 15 Issue 63 Print Report; Before both the year in issue and her marriage to MG, MH purchased a home (the SRWDH) and used such home as her principal residence. MG and...

Municipal Corporation May Only Tax Income Earned Therein: April 5, 2021 - Bulletin Print Report; During 2017, APP was a resident of Louisville, Ohio, employed by the United States Postal Service, ("USPS"). APP reported to work at the USPS office located within th...

Update on ICLR/PRAH Deal: April 1, 2021 - Bulletin Print Report; ICLR has entered into a definitive agreement to acquire PRAHin a cash and stock transaction in which the per share merger consideration consists of (i) $80 in cash, and (...

Non-Resident Aliens And Citizens Are Not "In The Same Circumstances": April 1, 2021 - Bulletin Print Report; Plaintiff, ("P"), and his wife are Canadian citizens who reside in Windsor, Ontario, Canada. They are both non-resident aliens who work in the United States under &qu...

Payments In Settlement Of A Fraud Judgment Are Deductible: April 1, 2021 - Volume 15 Issue 62 Print Report; In 1965, petitioner, (P), and two others formed PAP (the Company). P owed 10 percent of the Company's stock and was its president and general manager. ...

Charges For Recycling Oily Waste Not Subject To Sales Tax: April 1, 2021 - Bulletin Print Report; Petitioner, ("P"), owns and operates a recycling terminal in New Jersey, where it recycles "oily waste." When P obtains oily waste, it recycles it through a...

News Corporation Secures A "Cost" Basis In HMH Assets: March 31, 2021 - Bulletin Print Report; Houghton Mifflin Harcourt Company, ("HMH"), owns all of the stock of Houghton Mifflin Harcourt Publishing Company, ("PC"). PC has entered into an "Asse...

Transaction Structured To Avoid The Purposes Of Sec. 1031(f): March 31, 2021 - Volume 15 Issue 61 Print Report; Sec. 1031(f) provides that an exchange will not qualify for nonrecognition treatment when a taxpayer exchange like kind property with a related person, and when either party th...

Form 1099-C Does Not Actually Discharge Debt: March 31, 2021 - Bulletin Print Report; This putative class action stems from a consumer installment loan taken out by G prior to 2012. In early 2012, SB obtained a judgment against G. The judgment was levied against...

Administrative Remedies Must Be Exhausted Before Courts Will Act: March 31, 2021 - Bulletin Print Report; Petitioner owns commercial real estate in Charleston, West Virginia, known as the Charleston Marriott property. On February 21, 2019, petitioner filed a Notice of Intent to Fil...

Computing Entire Net Income: March 30, 2021 - Volume 15 Issue 60 Print Report; Petitioner, (P), timely filed a New York General Business Corporation Franchise Tax Return for the tax year ended December 31, 2007. In com...

Disbursements To Shareholders Found To Be Distributions: March 30, 2021 - Bulletin Print Report; SU is an 'S' corporation. SU owns an apartment building in Manhattan. SM and EM, brother and sister, own 75 percent and 25 percent of the outstanding capital stock of&n...

"Knowledge" Factor Served To Deny "Innocent Spouse" Relief: March 30, 2021 - Bulletin Print Report; When their 2005 joint tax return came due, L and D could not pay the taxes owed. D was forced to set up an installment agreement with the I.R.S. Little changed in 2006. A simil...

Property Tax Exemptions Were "Substantially Similar": March 30, 2021 - Bulletin Print Report; Petitioner, ("P"), has lived in his LC home since 1990. P's wife owns two rental properties in Utah, but she sold one in 2018. Neither P nor his wife ever resided...

Supreme Court Lays Out The Criteria For "Specific Jurisdiction": March 29, 2021 - Bulletin Print Report; Ford Motor Company, ("F"), is incorporated in Delaware and headquartered in Michigan. But its business is everywhere. Accidents involving two of F's vehicles are...

Cancellation Of Debt Owed To A Shareholder: March 29, 2021 - Bulletin Print Report; Foreign Parent is a publicly traded Country Y entity that is treated as a corporation for U.S. federal income tax purposes. Foreign Parent is the parent of a worldwide group of...

MSGE To Acquire MSGN: March 29, 2021 - Bulletin Print Report; Madison Square Garden Entertainment Corporation, ("MSGE"), and MSG Networks, Inc., ("MSGN"), announced that they have reached a definitive agreement for MSG...

Isolated Recapitalization Avoids Sec. 305(b)(3): March 29, 2021 - Volume 15 Issue 59 Print Report; X corporation, (X), has 3,000 shares of voting common stock outstanding. A plan of recapitalization was adopted pursuant to which X agreed to theissuance...

Taxpayer Committed Only One Non-Willful Violation Of Sec. 5314: March 26, 2021 - Bulletin Print Report; B had a financial interest in 14 financial accounts in the U.K. with an aggregate balance in excess of $10,000. B did not disclose the accounts to the I.R.S. The I.R.S. conclud...

No Sec. 847 Deduction On An Amended Return: March 26, 2021 - Volume 15 Issue 58 Print Report; At the heart of this case is Sec. 847, a statute that allows insurance companies to take an optional tax deduction, provided that they also make a corresponding speci...

Deduction Of Interest Proves That The Loan Is A "QEL": March 26, 2021 - Bulletin Print Report; Between 2000 and 2007, D took on loans (both federal and private) each semester to attend college. After graduating in 2007, D consolidated her various loans into two loans: (1...

COHR Is Terminating Its Merger Agreement With LITE: March 26, 2021 - Bulletin Print Report; One of the more heated takeover battles of the recent past appears to have come to a conclusion. Coherent, Inc., ("COHR"), announced that its board of directors has d...

Refunds Claims Dismissed For Lack Of Jurisdiction: March 25, 2021 - Bulletin Print Report; Plaintiffs, ("Ps"), seek a refund of certain federal income tax paid during tax years 2016 and 2017. Ps retained the services of a tax accounting firm--CC--to prepare...

Foreign Partnership Must File a Sec. 754 Election: March 25, 2021 - Volume 15 Issue 57 Print Report; TP is a North Carolina corporation. On January 1, 1973, TP acquired a 1/3 interest in a German partnership, known as KG. The interest acquired was equivalent to a lim...

Maximum FBAR Penalty Was Warranted: March 25, 2021 - Bulletin Print Report; K is a citizen of the United States.K's parents opened an investment account at UBS and designated K as a joint owner. Following her father's death, K signed vari...

Theft Loss Deduction Denied: March 24, 2021 - Volume 15 Issue 56 Print Report; AAA marketed itself as an investment company. In 1999, V, an individual, decided to invest in two of AAA's programs. On F...

"Temporary Storage Rule" Eliminates Use Tax: March 24, 2021 - Bulletin Print Report; PS is primarily engaged in the business of furnishing and installing custom curtain wall on buildings. PS assembles and glazes the curtain walls at its facility, (the "Fac...

A Rental Or License Is A Retail Sale Of Tangible Personal Property: March 24, 2021 - Bulletin Print Report; Petitioner, ("P"), is a casual dining company with restaurant locations nationwide, including in New York. It has entered into a contract with Company X, ("X&quo...

Canadian Pacific And Kansas City Southern To Join Forces: March 23, 2021 - Bulletin Print Report; Canadian Pacific Railway Ltd., ("CP"), and Kansas City Southern, ("KCS"), announced that they have entered into a merger agreement under which CP has agreed...

Federal Employee Entitled To "Subtraction Modification": March 23, 2021 - Bulletin Print Report; Petitioner, ("P"), was employed by the Social Security Administration, ("SSA"), and was a member of the Federal Employees' Retirement Service,(&qu...

A Credit Is Not A "Payment": March 23, 2021 - Volume 15 Issue 55 Print Report; A died in 1982. A's interest in X Corporation, (X), a closely held business, exceeded 35 percent of the adjusted gross estate and A's personal representative...

IBM Is Not Entitled To The "Royalty Income Exclusion": March 23, 2021 - Bulletin Print Report; International Business Machines Corporation, ("IBM"), owns 100 percent of the stock of WTC. IBM operates in over 170 countries, primarily through locally incorporated...

Excise Tax On Billboard Owners Passes Constitutional Muster: March 22, 2021 - Bulletin Print Report; In June 2013, the Baltimore City Council enacted an ordinance, (the "Ordinance"), that imposed an excise tax "on the privilege of exhibiting outdoor advertising...

Casinos Need Not Treat Business Expenses As Wagering Losses: March 22, 2021 - Bulletin Print Report; Y requested advice on whether the Tax Cuts and Jobs Act, ("TCJA"), amendment to the deduction for wagering losses under Sec. 165(d) of the Code applies only to indivi...

Withholding Tax For CTB's Foreign Shareholders?: March 22, 2021 - Bulletin Print Report; Goodyear Tire & Rubber Co., ("GT"), and Cooper Tire & Rubber Co., ("CTB"), have entered into a definitive merger agreement pursuant to which GT will...

The Willens Deal Survey March 2021: March 22, 2021 - The Deal Survey: March 2021 Print Report; Welcome to our summary of deals for March 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Transfer Of Identical Assets Does Not Result In Diversification: March 22, 2021 - Volume 15 Issue 54 Print Report; A, B, T1, and T2 propose to form a limited partnership, P. A, B, T1, and T2 will each contribute to P shares of X common stock, stock that istraded on the New Y...

Maintenance And Repairs Of Rental Vehicles Not Subject To Sales Tax: March 19, 2021 - Bulletin Print Report; Petitioner is engaged in the business of passenger car rentals. Petitioner states that its fleet of rental cars requires, not surprisingly, "frequent maintenance and occas...

New Jersey Court Endorses The "Per Form" FBAR Penalty Approach: March 19, 2021 - Bulletin Print Report; Regulations require the annual filing of an "FBAR" form for covered individuals who have "a financial interest in a financial account in a foreign country."...

Exempt Organization Acted As A "Co-Vendor" For Sales Tax Purposes: March 19, 2021 - Bulletin Print Report; Petitioner is an exempt organization under Sec. 501(c)(3) of the Internal Revenue Code; and is registered as an exempt organization for New York State Sales Tax purposes. Petit...

Power To Terminate Life Estate Not Property: March 19, 2021 - Volume 15 Issue 53 Print Report; In a prior year, a taxpayer entered into a trust agreement pursuant to which the taxpayer transferred common stock to the trustee. The trust agreement provides that the income...

Why Does New York Like Assigned Long-Term Vehicle Leases?: March 18, 2021 - Bulletin Print Report; In some instances, a New York customer of P who entered into a long-term motor vehicle lease agreement with P seeks to assign that lease to another person. The assignee does no...

LBO Is A QSP: March 18, 2021 - Volume 15 Issue 52 Print Report; H is a State X corporation organized to hold all of the stock of P. H has an authorized capitalization of 10 million shares which are owned as follows: (i) 18.25 percent by cer...

Per Capita Payments To Tribe Members Are Taxable: March 18, 2021 - Bulletin Print Report; The Miccosukee Tribe, (the "Tribe"), is a federally recognized American Indian tribe under the Indian Reorganization Act of 1954. C and O, a married couple with five...

Separation From Service Exception To Sec. 72(t) Not Applicable: March 18, 2021 - Bulletin Print Report; P worked for Home Depot and participated in its section 401(k) plan. In 2014, he retired from Home Depot and transferred his section 401(k) plan account balance to a traditiona...

Late Transfer Not "Incident To The Divorce": March 17, 2021 - Volume 15 Issue 51 Print Report; TP and Former Spouse (FS) jointly purchased the House, which they used as their marital home during their marriage. TP and FS were divorced pursuant to a Judgment of...

General Electric Company To Propose "Reverse Stock Split": March 17, 2021 - Bulletin Print Report; General Electric Company, ("GE"), has an inordinately large number of shares outstanding, approximately 8.8 billion at last count. Its board of directors hasexp...

Property Not Used Exclusively For Charitable Purposes: March 17, 2021 - Bulletin Print Report; The subject property, for which a real property tax exemption is sought, is improved with the "DRAC," which contains an indoor swimming facility, locker rooms, storag...

Upkeep Of A Certified Historic Structure Is Permissible: March 17, 2021 - Bulletin Print Report; If a donor of an easement on a building in a registered historic district installs an accessibility ramp in order to comply with the Americans With Disabilities Act, ("ADA...

ESA And ESH Will Go Private: March 16, 2021 - Bulletin Print Report; Extended Stay America, Inc., ("ESA"), and Extended Stay Hospitality, Inc., ("ESH"), have had a unique relationship that will soon be ending. The companies f...

Complete Liquidation Recast To Partial Liquidation: March 16, 2021 - Volume 15 Issue 50 Print Report; X was engaged in the business of land development. X's assets consisted of contract receivables, developed land, and undeveloped land. Y is a wholly owned subsidi...

Contractor Did Not Purchase Installation Contract: March 16, 2021 - Bulletin Print Report; Petitioner, ("P"), performs general contracting and concrete placement work, ("concrete work"), for customers in New York. P purchases concrete from supplie...

Death Of U.S. Transferor Not A Triggering Event: March 16, 2021 - Bulletin Print Report; On Date 1, SH, a U.S. person, transferred stock of a domestic corporation to a foreign corporation, ("TFC"), in exchange solely for "a" shares of TFC, (&quo...

Instructional Classes Are Exempt From Sales Tax: March 16, 2021 - Bulletin Print Report; Applicant is a woman-focused health and fitness club where woman can go to work out for health, cardio, and toning activities. Applicant offers 30 minute group workouts that in...

Converting Recyclable Material Constituted "Manufacturing": March 15, 2021 - Bulletin Print Report; FPRprovides both employees and management of those employees to businesses in the recycling industry. During the period at issue, FPR contracted with owners of material r...

A State's Audit Was Not An "Alternate Remedy": March 15, 2021 - Bulletin Print Report; In Illinois, the ROTA imposes a tax on retailers who sell tangible personal property. A retailer remits the retailers' occupation tax to the Department, which the retailer...

AerCap In Line For A Basis Step-Up: March 15, 2021 - Bulletin Print Report; On March 9, 2021, General Electric Company, ("GE"), entered into a transaction agreement with AerCapHoldings, N.V., ("AerCap"), pursuant to which GE w...

Equitable Ownership Lacking: March 15, 2021 - Volume 15 Issue 49 Print Report; Petitioner's brother, BP, purchased a home (San Francisco property) in South San Francisco in 2002. He made a down-payment toward the purchase price and financed...

Guard Services Are Always Subject To Sales Tax: March 12, 2021 - Bulletin Print Report; P was engaged in a project that consisted of the development of a parcel of real estate located in the City of New York, ("Project"). The Project was new construction...

Toll Increase Did Not Violate The Commerce Clause: March 12, 2021 - Bulletin Print Report; Owned by the Indiana Finance Authority, the Indiana Toll Road, (the "Toll Road"), has been operated since 2006 by a lessee, ITR. What ITR can charge depends on state...

Location Of House Determines Residence: March 12, 2021 - Bulletin Print Report; Petitioner, ("P"), and his wife own a property that straddles the Bronx/Yonkers border. P and his wife maintain their residence on the property, which has an address...

Series E Bond Interest Is IRD: March 12, 2021 - Volume 15 Issue 48 Print Report; DA, the mother of petitioner, purchased 49 Series E bonds over the years 1948 and 1953 through 1959 of an aggregate face value of $5,125, at a total cost of $3,843.75...

Composite Tax Return Filing Requirement Is Not Unconstitutional: March 11, 2021 - Bulletin Print Report; BE is a Virginia limited liability company that earned income from its business operations in a facility located in Alabama from 2008 to 2011. Sec. 40-18-24.2(b)(1), ("sec...

Virgin Islands' "Timeshare Tax" Is Constitutional: March 11, 2021 - Bulletin Print Report; At the center of these consolidated appeals is the Virgin Islands' timeshare occupancy tax, (the "Tax"). The Tax levies a $25 flat fee on each timeshare unit with...

LITE And COHR Revise Merger Agreement: March 11, 2021 - Bulletin Print Report; Lumentum Holdings, Inc., ("LITE"), announced an amendment to the previously announced definitive agreement between LITE and Coherent, Inc., ("COHR"). Under...

Contribution of Series E Bonds: March 11, 2021 - Volume 15 Issue 47 Print Report; Y owned certain Series E bonds, in her name alone, which she wished to donate to an organization to which a charitable contribution may be made pursuant to the provis...

MCFE's Special Dividend Unlikely To Qualify As A Partial Liquidation: March 10, 2021 - Bulletin Print Report; McAfee Corporation, ("MCFE"), announced it has entered into a definitive agreement to sell its Enterprise business to a consortium led by Symphony Technology Group, (...

APO And ATH Will Effect A "Double Dummy" Transaction: March 10, 2021 - Bulletin Print Report; Apollo Global Management, Inc., ("APO"), and Athene Holding, Ltd., ("ATH"), have entered into a definitive agreement to "merge" in an all-stock tr...

Series E Bonds Cannot Be Discounted For Built-In Taxes: March 10, 2021 - Volume 15 Issue 46 Print Report; Decedent purchased Series E U.S. savings bonds (Bonds) for a total purchase price of "$b." Interest totaling "$c" accrued on the Bonds to the last date of m...

Intent To Abandon Old Domicile Not Present: March 10, 2021 - Bulletin Print Report; J and M were assessed for a total amount due of $37,934.62. The Commissioner of Ohio, (the "Commissioner"),found that J and M were residents of Ohio for each of...

C.P.A. Avoids Malpractice Liability: March 9, 2021 - Volume 15 Issue 45 Print Report; In 1986, WM, an individual, won $25 million in the Ohio lottery. WM's winnings were spread out over 20 years. At the time WM won the lottery, he bothlived a...

Assumption Reinsurance Transaction Did Not Result In A "BEAT" Amount: March 9, 2021 - Bulletin Print Report; P owns all the stock of TP. TP and CA join in the filing of a consolidated return with P. P, TP, and CA are indirect subsidiaries of FC1. P, TP, CA, and FC1 offer insurance pro...

Residence Of Ordained Minister Is Exempt From Property Tax: March 9, 2021 - Bulletin Print Report; C is an ordained minister who works for petitioner, ("P"), in an administrative capacity in the church hierarchy. C does not serve any specific congregation....

Use Tax Exemption Only Partially Granted: March 9, 2021 - Bulletin Print Report; APLUX LLC, ("A"), is a Missouri limited liability company. Its sole business purpose is to own and lease aircraft. In August 2011, A purchased the "TBM" fro...

Are TYL's Senior Notes Corporate Acquisition Indebtedness?: March 8, 2021 - Bulletin Print Report; Tyler Technologies, Inc. ("TYL") announced its intention to offer...a total of $1.6 billion aggregate principal amount of "convertible senior notes," (the &...

IRA Not Exempt From Garnishment: March 8, 2021 - Bulletin Print Report; C pleaded guilty to health care fraud. The district court ordered him to pay the defrauded insurance companies $514,576.29 under the Mandatory Victim Restitution Act,(MVR...

CVX Will "Roll Up" NBLX: March 8, 2021 - Bulletin Print Report; Chevron Corporation, ("CVX"), and Noble Midstream Partners, L.P., ("NBLX"), announced that they have entered into a definitive agreement for CVX"...

"Incident To The Divorce": March 8, 2021 - Volume 15 Issue 44 Print Report; Petitioner, (P), was divorced in 1999. P received a check in the amount of $231,499.67 from her ex-husband in 2010, in settlement of their divorce agreement. P was a resident o...

Actual And Honest Objective Of Making A Profit Lacking: March 5, 2021 - Bulletin Print Report; Team roping has become its own event, completely separate from rodeo, and is done all over the world--though it remains most popular in the United States.Muchof the...

Graduated Transfer Tax Rates Not Unconstitutional: March 5, 2021 - Bulletin Print Report; The transfer tax is an excise tax on the privilege of recording a document when ownership of real property is transferred. The transfer tax has five tiered or graduated tax rat...

Sec. 6330 Does Not Create Independent Conditions: March 5, 2021 - Bulletin Print Report; PP was an employee leasing company that provided payroll services to a private security company in 2010 and 2011. PP paid its employees' wages and issued W-2 forms to them...

Whose Purpose Counts For Sec. 265(a)(2) and Sec. 246A?: March 5, 2021 - Volume 15 Issue 43 Print Report; HEI is a Delaware corporation. From October 1, 1987 to March 9, 1994, the common stock was owned by F and trusts for the benefit of F's family members (50 percent...

Property Zoned For Residential Use Had Been "Subdivided": March 4, 2021 - Bulletin Print Report; As of January 1, 2007, L owned an eleven acre parcel of vacant land, ("l6A"), in Lexington, Massachusetts. For FY 2008, the town issued to L a $169,788.17 property ta...

Excess Interest Is A Capital Expenditure: March 4, 2021 - Volume 15 Issue 42 Print Report; In July, 1972, A executed a loan agreement with 10 banks under which a total of "$T" was advanced on separate seven-year notes. For the first two years, interest is a...

FB Employee's Compensation From RSUs Allocated On A Linear Basis: March 4, 2021 - Bulletin Print Report; APP began working for Facebook, Inc., ("FB"), in California in 2007. APP has not been a California resident since he departed for Singapore in 2010. APP's compens...

"RAR" Was "Initial Determination" Of Assessment Of Fraud Penalty: March 4, 2021 - Bulletin Print Report; Respondent, ("R"), commenced an examination of Petitioners', ("Ps"), 2011 Form 1040 on or shortly after October 30, 2014. RARmet with Ps' cert...

CSGP Puts Its Best Foot Forward: March 3, 2021 - Bulletin Print Report; CoStar Group, Inc., (CSGP), is determined to acquire CoreLogic, (CLGX). Its determination is unmistakably evidenced by the preemptive bid it recently communicated to the CLGX&n...

Senator Warren Unveils A "Wealth Tax" Proposal: March 3, 2021 - Bulletin Print Report; True to her word, SenatorElizabeth Warren, (D-Mass.), along with several prominent co-sponsors, has proposed what she refers to as "The Ultra-Millionaire's Tax A...

"Triangular" Constructive Dividends: March 3, 2021 - Volume 15 Issue 41 Print Report; During 1974 and 1975, G, an individual, was the president and sole shareholder of J, Inc., (J), a manufacturing company. He was also a 50 percent shareholder of GHR,...

Only "Unabsorbed" NOLs Are Extended: March 3, 2021 - Bulletin Print Report; In 2002, the New Jersey Legislature enacted "Subparagraph E," ("SE"), and disallowed a deduction for net operating loss, ("NOL"), carryovers in ta...

Sales Of Sulfuric Acid Subject To Sales Tax: March 2, 2021 - Bulletin Print Report; Petitioner, ("P"), is in the business of selling sulfuric acid, ("SA"), to contractors who perform cesspool cleaning for their customers. P's position i...

Connecticut Residents Can Look Forward To Tax Credits: March 2, 2021 - Bulletin Print Report; The Connecticut House of Representatives has passed a bill, H.B. 6516, designed to insulate"remote workers" from perniciousdouble taxation during the COVI...

Accounting For Credit Sales: March 2, 2021 - Volume 15 Issue 40 Print Report; TP is an S corporation using the accrual method of accounting. It operates an automobile dealership. Mr. O is an individual owning all of the stock of TP. &...

Department Of Revenue Cannot Contradict Its Own Guidance: March 1, 2021 - Bulletin Print Report; Deere, ("D"), was a corporation that was incorporated under Delaware law. D was the sole owner of DH, a disregarded entity. D and DH collectively owned all of the equ...

Leasing Of Painting Did Not Qualify Purchaser For "Resale Exemption": March 1, 2021 - Bulletin Print Report; Petitioner, ("P"), is a Delaware limited liability company. P is a collector of artwork that, on occasion, leases pieces of art to others. The members of P are two tr...

T Will De-Consolidate DIRECTV: March 1, 2021 - Bulletin Print Report; AT&T, Inc., ("T"), and TPG Capital announced that they have entered into a definitive agreement under which the two parties will establish a new entity(actu...

Trademark Subsidiary and Licensee Parent Are "Unitary": March 1, 2021 - Volume 15 Issue 39 Print Report; Home Depot (HD) is a Delaware corporation headquartered in Atlanta. It operates retail stores selling home improvement products throughout the U.S. HD created Homer T...

ICLR Agrees To Acquire PRAH: February 26, 2021 - Bulletin Print Report; ICON plc, ("ICLR"), announced it has entered into a definitive agreement to acquire PRA Health Sciences Inc. ("PRAH"), "in a cash and stock transaction...

Purchase And Trade-In Did Not Occur "At The Same Time": February 26, 2021 - Bulletin Print Report; The Bs purchased Truck 1 from CD 1 on July 11, 2017. The purchase price of Truck 1 was $51,978.27 less the value of the trade-in vehicle, valued at $29,000, for a reduced sales...

A Partnership Is Not An Individual: February 26, 2021 - Volume 15 Issue 38 Print Report; On February 27, 2009, petitioner's cousin, XZ, acquired legal title to a property in Salinas, California (the Salinas property), which was subject to a purchase m...

Retailer Not A Guarantor Of Its Customers' Debts: February 26, 2021 - Bulletin Print Report; M operates home improvement stores. M entered into an agreement with CO, under which CO agreed to issue a private label credit card branded with M's name to M's retail...

Payments After Termination Of Employment Constitute Retirement Income: February 25, 2021 - Bulletin Print Report; Petitioner, ("P"), maintains offices and transacts business in various states, including New York. P maintains a 401(k) Plan and a Pension Plan, both of which are qua...

"Retirement Income" Not Subject To New York Withholding Tax: February 25, 2021 - Bulletin Print Report; Petitioner, ("P"), is a large retailer with locations throughout the U.S. P makes payments of various types of compensation to its employees, including payments from...

Furnishing "Personal" Information Is Not Subject To Sales Tax: February 25, 2021 - Bulletin Print Report; Petitioner enters into agreements with its customers to maintain their fleets of vehicles. Petitioner also maintains data on all maintenance performed for saidcustomers,...

Payments For Participation In Medical Study Not Excludible: February 25, 2021 - Volume 15 Issue 37 Print Report; Since approximately 1983, petitioner has suffered from gout. In 2008, C announced that it was conducting a gout study in Honolulu, Hawaii, where thepetitioner r...

Asset Acquisitions Generate New York Sales Tax Obligations: February 24, 2021 - Bulletin Print Report; TheStreet.com, Inc., ("TS" or "P"), was a publicly held corporation with its principal place of business in New York City. P is in the business of providing...

Certain Credit Card "Rewards" Found To Be Taxable: February 24, 2021 - Bulletin Print Report; During 2013 and 2014, American Express, ("AE"), offered a rewards program known as Blue Cash, ("Rewards Program"). The Rewards Program paid "Reward Dol...

City Income Taxes Not Creditable: February 24, 2021 - Bulletin Print Report; Petitioners, ("Ps"), filed a 2015 Utah resident income tax return, on which they reported their federal adjusted gross income. In addition, Ps filed a 2015 State-1 no...

Release Of Escrowed Shares Not a "Payment": February 24, 2021 - Volume 15 Issue 36 Print Report; TP and three other individuals owned all of the stock of I. On March 14, 1971, the shareholders entered into a plan of reorganization and agreement of merger (the Acq...

GT And CTB Announce A Definitive Transaction Agreement: February 23, 2021 - Bulletin Print Report; Goodyear Tire & Rubber Company, ("GT"), and Cooper Tire & Rubber Company, ("CTB"), long-time competitors, announced that they have "entered a d...

Spinco Is A Sec. 7874(b) Surrogate Foreign Corporation: February 23, 2021 - Bulletin Print Report; D is the parent of a worldwide group of domestic and foreign affiliates, (the "D Group"). D owns Sub 1, Sub 2, Sub 3, FSub 1, and FSub 2. The D Group is engaged in Bu...

No COD Income On Surrender Of Insurance Policy: February 23, 2021 - Volume 15 Issue 35 Print Report; In September, 1984, B acquired an insurance policy on his life from Guardian Life Insurance Co. (G). The policy had a cash value portion and a dividends portion. B wa...

Third Party Reimbursement Of Price Discounts Is Part Of "Sale Price": February 22, 2021 - Bulletin Print Report; Apple, Inc., ("A"), is a manufacturer and retailer of electronic equipment, including wireless telephones marketed as iPhones, ("IPs"). A operates online st...

The Willens Deal Survey February 2021: February 22, 2021 - The Deal Survey: February 2021 Print Report; Welcome to our summary of deals for February 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

MIC's Reorganization Will Solve Its Tax Problem: February 22, 2021 - Bulletin Print Report; Macquarie Infrastructure Corporation, ("MIC"), is faced witha tax problem that it will deftly eliminate by means ofan "internal" reorganization...

Depreciation Is An Amount "Incurred" During The Taxable Year: February 22, 2021 - Bulletin Print Report; S operated a medical cannabisdispensary pursuant to California law. S sold cannabis to individuals who held a valid doctor's recommendation to use cannabis. S also so...

Escrowed Stock Is Part Of "Amount Realized": February 22, 2021 - Volume 15 Issue 34 Print Report; During 1970, a taxpayer exchanged shares of stock of a corporation that he had purchased in 1969 for shares of stock in another corporation. The value of the stock re...

FTHBC Recapture Obligation Is A "Tax": February 19, 2021 - Bulletin Print Report; ES, (or the "Debtor"),purchased a home with his mother and sister in 2008. In his income tax return for that year, he claimed a first-time homebuyer credit, (&q...

Malpractice Settlement Not Excludible From Gross Income: February 19, 2021 - Bulletin Print Report; In August 2007, B was admitted to a hospital for left knee replacement surgery. While there, B allegedly suffered personal injuries after being directed by an admissions clerk...

Energy Transfer L.P. And Enable Midstream Partners LP Strike A Deal: February 19, 2021 - Bulletin Print Report; Energy Transfer L.P., ("ET"), a master limited partnership, and Enable Midstream Partners, L.P., ("EN"), another such master limited partnership, announced...

Sec. 338(h)(10) Gain Constitutes "Business Income": February 19, 2021 - Volume 15 Issue 33 Print Report; TP provides its customers with electronic payment services. TP's wholly-owned subsidiary, FDISG, was a Massachusetts corporation with headquarters in Massachusett...

The Tribune Buy-Out Is A "Zenz" Transaction: February 18, 2021 - Bulletin Print Report; Tribune Publishing Co., ("TPCO"), and affiliates of Alden Global Capital,in particular the affiliate named Tribune Enterprises, LLC, ("TEL"), announce...

Bankrupt Corporation Engages In A Sec. 351 Transaction: February 18, 2021 - Volume 15 Issue 32 Print Report; P1 is the common parent of an affiliated group which has elected to file a consolidated return. Sub 1, a first-tier subsidiary of P, is a property and casualty insura...

Medical Equipment And Supplies For "M&M" Patients Subject To Sales Tax: February 18, 2021 - Bulletin Print Report; Petitioner, ("P"), operates for-profit nursing homes in several states. P purchases "consumable items" such as food...drugs or medicine, medical equipment.....

Imposition Of New York Mortgage Recording Tax Not Unconstitutional: February 18, 2021 - Bulletin Print Report; The plaintiff is a not-for-profit corporation incorporated in New Jersey, and a certified development company under the "504 Loan Program," which is managed by the U....

Vivendi On The Verge Of A "Spin-Off" Of UMG: February 17, 2021 - Bulletin Print Report; Vivendi Universal S.A., ("V"), is seriously considering a distribution of 60 percent of the share capitalof its subsidiary, UMG, to V's shareholders. In fac...

Preferred Stock Is Property Other Than Money: February 17, 2021 - Volume 15 Issue 31 Print Report; P owns all of the stock of S. S sold all ofthe stock of three of its subsidiaries, S-1, S-2, and S-3, to Z for cash, an interest-bearing note, and "junior...

Economic Impact Does Not Justify A City's Largesse: February 17, 2021 - Bulletin Print Report; In 2010, the City adopted strategies to spur economic development. In 2015, Huntington University, Inc., ("HU"), and the City entered into an agreement for HU to leas...

HRL's Purchase Of KHC's "Planters" Business Comes With Tax Benefits: February 17, 2021 - Bulletin Print Report; Hormel Foods Corporation, ("HRL"), announced that it has entered into a definitive agreement to acquire the Planters snack nut portfolio from the K...

Overlapping Ownership Rule Frees RXN From The Rigors Of Sec. 355(e): February 16, 2021 - Bulletin Print Report; Regal Beloit Corporation, (RBC), and RexnordCorporation, (RXN), announced that they have reached a definitive agreement whereby RXN will separate its "PMC" segm...

Parking Space Found Subject To Real Estate Tax: February 16, 2021 - Bulletin Print Report; The issue is whether the appellant, ("APP"), is subject to a real estate tax on her interest in a parking space in the Condominium, (the "C"). By deed dated...

Only A "Filing" Starts The Statute Of Limitations: February 16, 2021 - Bulletin Print Report; The United States and the United States Virgin Islands, ("USVI"), are separate taxing entities. Bona fide USVI residents only owe 10 percent of the income tax on thei...

Tax Court Recasts Transaction At Taxpayer's Behest: February 16, 2021 - Bulletin Print Report; Petitioner, ("P"), was organized in May 2009 to participate in the transactions described below. CMH was organized in January 2008 to serve as a holding company for t...

Bonus Payment Is Ordinary Income: February 16, 2021 - Volume 15 Issue 30 Print Report; On January 24, 1996, petitioners purchased 100 acres in Pennsylvania for $47,000. This property was subject to an oil and gas lease which expired on or about March 14...

Retirement Plan Distribution Used For Restitution Is Taxable: February 12, 2021 - Bulletin Print Report; P is a former C.P.A. From 2008 to March 2014, he worked for PCGas the company's corporate accounts payable manager. During his employment, P caused PCG to issue fraud...

Permitted Or Authorized Piping Is Real Property: February 12, 2021 - Bulletin Print Report; C is an interstate pipeline company that transports refined petroleum products. C typically obtains easements from property owners, rather than buying property, to allow the co...

Property Bequeathed To A Corporation: February 12, 2021 - Volume 15 Issue 29 Print Report; The sole shareholder of a corporation died on October 1, 1972. Under the terms of his will, all of the stock was bequeathed to his surviving spouse and children and a...

Nature Of Claim Determines Character Of Settlement Award: February 11, 2021 - Bulletin Print Report; W was employed as a Human Resources Assistant at V from July 1, 2011 until January 13, 2015. On February 4, 2014, W was diagnosed with shingles. Starting May 21, 2014, her imme...

Calculating A Resident Shareholder's "Tax Factor" For QEZE Purposes: February 11, 2021 - Bulletin Print Report; BHFis a New York corporation. BHF is taxed under Subchapter S of the Internal Revenue Code. BHF was certified as a qualified empire zone enterprise, ("QEZE"). P...

KO Will Reserve Only A Fraction Of Its Potential Tax Liability: February 11, 2021 - Bulletin Print Report; The Coca-Cola Company, (KO), recently found itselfon the wrong end of a Tax Court decision that produced a massive $3.3 billion tax deficiency which, with statutory inter...

Determining The "Amount Realized": February 11, 2021 - Volume 15 Issue 28 Print Report; TP, a domestic corporation using the accrual method of accounting, is in the business of constructing single family homes. On January 1, 1975, a home was sold for $40...

I.R.S. Takes A Narrow View of "Historic Business": February 10, 2021 - Volume 15 Issue 27 Print Report; T is a corporation engaged in the investment business. From its inception, T's investment practice has been to maintain approximately 1/3 of the value of its inve...

Court Refuses To Pierce The Corporate Veil: February 10, 2021 - Bulletin Print Report; On April 30, 2014, W entered into a distributorship agreement ("2014 Agreement") with B. When the parties entered into the 2014 Agreement, B was a Delaware corporatio...

Sale Of Prepaid Wireless Service Subject To Sales Tax: February 10, 2021 - Bulletin Print Report; TP was an authorized dealer for Boost Mobile, ("BM"), during the audit period. BM required TP to accept customer payments for the monthly cell-phone service plans off...

Sovereigns Are Not Called To Account For "Domestic Takings": February 9, 2021 - Bulletin Print Report; This case concerns several dozen medieval relics and devotional objects known as the "W." During the waning years of the Weimar Republic, a consortium of three art fi...

Assessing The Nature Of SHEN's Special Dividend: February 9, 2021 - Bulletin Print Report; Shenandoah Telecommunications Company, ("SHEN"), and T-Mobile US, Inc., (TM), expect to enter into a definitive asset purchase agreement during the first quarter of 2...

"Key Employee Satisfaction" Is a Good Business Purpose: February 9, 2021 - Volume 15 Issue 26 Print Report; X, a large widely held and publicly traded corporation, owned all of the stock of Y for more than five years. X and Y were each engaged in the active conduct of a sep...

Penalty Upheld For Untimely "Submission" Of Tax Forms: February 8, 2021 - Bulletin Print Report; Plaintiff, ("P"), was the owner of certain parcels of rental property located in Hamden, Connecticut, ("properties"). On February 1, 2016, the assessor asse...

Vacation Home Found To Be A Permanent Place Of Abode: February 8, 2021 - Bulletin Print Report; Petitioners, ("Ps"), are domiciled in New Jersey. Petitioner-husband, ("P"), works primarily out of his office in New York City and was present within New Y...

Consultation Services Not Subject To Sales Tax: February 8, 2021 - Bulletin Print Report; P is incorporated in Delaware and is commercially domiciled in California. P does not have an office in New York State. P is engaged in the business of providing professional c...

The Limited Scope of the N.J. Resident Tax Credit: February 8, 2021 - Volume 15 Issue 25 Print Report; During tax year 2004, plaintiffs earned $500,000 in wages. Of that amount, $117,500 was attributable to New York (NY). Plaintiffs also earned interest income of $6,125 and divi...

COVID-19 Prevention Expenses Can Be Deducted "Above The Line": February 5, 2021 - Bulletin Print Report; The term, "adjusted gross income," means...gross income minus the following deductions: The deductions allowable by this chapter...which are attributable to a trade o...

Ascertaining The "True Object" Of A Bundled Transaction: February 5, 2021 - Bulletin Print Report; APP is a corporation that operated two prenatal imaging centers in California. APP's prenatal imaging centers provided 3D and 4D ultrasound services to pregnant women and t...

Income From Sale of "GWPs" Is Qualifying Income: February 5, 2021 - Volume 15 Issue 24 Print Report; X is a limited partnership. X owns and operates timberland properties and timber processing operations in the U.S. X's business consist...

Fabricating Machine Not Exempt From Sales Tax: February 5, 2021 - Bulletin Print Report; P is a dentist who is purchasing a Sirona CerraMilling Machine for the fabrication of crowns, inlays, outlays, and veneers. The machine also has the capability to mill de...

A Lease Is A Sale When "Possession" Is Transferred: February 4, 2021 - Bulletin Print Report; P is a full-service teleprompter company that provides teleprompting services for corporate and entertainment events... A teleprompting service package includes a complete tele...

"Competitive" Charitable Organization's Sales Are Subject To Sales Tax: February 4, 2021 - Bulletin Print Report; R is a non-profit organization that works in conjunction with the City "to promote and add life to our downtown." One of the ways we do this "is by producing a v...

Outbound Liquidation Qualifies For Sec. 337 Protection: February 4, 2021 - Volume 15 Issue 23 Print Report; P is a Country A corporation. P conducts Business in the U.S. through USC, a State B entity treated as a corporation. P's interest in USC constitutes a U.S. Real Property I...

Liberty Media Plans To "Consolidate" Sirius XM: February 3, 2021 - Bulletin Print Report; Liberty Media Corporation, ("LM"), on February 1, 2021, entered into a "tax sharing" agreement with Sirius XM Holdings, Inc., ("SXM"), "gover...

'B' Reorganization Accompanied By An Exchange Of Securities: February 3, 2021 - Volume 15 Issue 22 Print Report; X acquired all of the stock of Y in exchange for voting stock of X. Y has an issue of six percent 15-year debentures outstanding. Pursuant to the plan, X acquired all of the de...

The Pandemic Is Not A Catastrophe For Real Estate Tax Purposes: February 3, 2021 - Bulletin Print Report; By Consent Order and judgment entered on November 2, 2017, Ps' 2017 Article 7 challenge to the assessment of their Property was resolved pursuant to an agreement whereby th...

"Usage Agreements" Are Not Sales Of Tangible Personal Property: February 3, 2021 - Bulletin Print Report; P is a publicly traded Delaware corporation that develops, manufactures, and commercializes products for the treatment of dermatological disorders. In June 2015, P acquired a l...

Short-Term Rentals Subject To Sales Tax: February 2, 2021 - Bulletin Print Report; R operates retail stores and markets tangible personal property on a "rent-to-own" basis. Customers select an initial rental term of monthly, semi-monthly, or weekly....

Applying Sec. 306(b)(4)(B): February 2, 2021 - Volume 15 Issue 21 Print Report; C is a domestic corporation. C has outstanding shares of voting common stock. A holds 88.88 percent of the common stock. Seven other shareholders hold the rest.

Sale Of Assets Not Eligible For The "Liquidation Exception": February 1, 2021 - Bulletin Print Report; In 2002, E was wholly owned by EPLC. In May 2000, EPLC acquired TLC. After the acquisition, EPLC merged TLC with and into E. The acquisition of TLC marked EPLC's entry into...

FCA And PSA Complete Historic Cross-Border Merger: February 1, 2021 - Bulletin Print Report; On January 16, 2021, Fiat Chrysler Automobiles N.V., ("FCA"), and Peugeot S.A., ("PSA"), were finally permitted to consummate their long-awaited business co...

Litigation Proceeds Are Massachusetts Sales: February 1, 2021 - Bulletin Print Report; S is a Delaware corporation that has a commercial domicile in Massachusetts, ("M"). S holds numerous patents on its technology. Prior to the tax years at issue, S bro...

"Opportunity" Costs Are Not Deductible: February 1, 2021 - Volume 15 Issue 20 Print Report; In 2007, the taxpayer, (TP), an individual, was the owner of a Web site business. TP and his wife, on their joint Federal income tax return for 2007, on Schedule C, d...

Fire Protection System Is a "Structural Component": January 29, 2021 - Volume 15 Issue 19 Print Report; A taxpayer purchased and installed a fire protection system in a building used in the taxpayer's business. The system is designed to detect fire at any point in t...

Advertising Analyst Furnished Taxable Information Services: January 29, 2021 - Bulletin Print Report; DL (or "P") provides services to its clients that measure advertising effectiveness. DL measures advertising effectiveness by surveying consumers or internet users wh...

Lodging Expenses Ruled Non-Deductible: January 29, 2021 - Bulletin Print Report; P is an attorney and is licensed to practice in both Minnesota, ("M") and Washington, D.C., ("W"). During the year at issue, P maintained solo law practices...

Impairment Charges Do Not Necessarily Foreshadow Tax Losses: January 28, 2021 - Bulletin Print Report; Over the past few days, we have had announcements from companies as diverse United Parcel Service, Inc., AT&T, and Office Depot regarding plans to exit businesses that have...

Determining Holding Period For Purposes Of Sec. 857(b)(6)(C): January 28, 2021 - Volume 15 Issue 18 Print Report; TP is a REIT. TP is an "a%" partner in Operating Partnership, (OP),which owns numerous real properties throughout the U.S. "Property," the r...

Mixture Credits Reduce Excise Tax Liability: January 28, 2021 - Bulletin Print Report; Sec. 6426 of the Code provided: "There shall be allowed as a credit--Against the tax imposed by Sec. 4081, an amount equal to the sum of the credits described in subsectio...

Notice Of Determination Was Timely Issued: January 28, 2021 - Bulletin Print Report; After Appellants, ("APPs"), filed their 2015 Minnesota, ("M"), individual income tax return and property tax refund claim, the Commissioner received a repor...

Taxpayer's "Investment In The Contract" Was Zero: January 27, 2021 - Volume 15 Issue 17 Print Report; On July 1, 1958, petitioner, (P), purchased a "Thirty Premium Life" insurance policy from NY Life. The policy required P to make quarterly premium payments...

Racking Equipment Not Eligible For Construction Costs Exemption: January 27, 2021 - Bulletin Print Report; TP designs, develops, and operates automated cold storage warehouses within the United Statesand Europe. TP provided information regarding its plans to construct a new co...

New Orleans Sales Tax Preempted By Louisiana Constitution: January 27, 2021 - Bulletin Print Report; TP seeks a redetermination of the assessment of sales and/or use tax in connection with the furnishing of meals to students and staff of M, a non-profit educational institution...

AJRD Characterizes Its "Pre-Closing Dividend": January 26, 2021 - Bulletin Print Report; In December 2020, Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it had entered into a definitive agreement to be acquired by Lockheed Martin Corporation...

The Sec. 72(t) "Exaction" Is A "Tax": January 26, 2021 - Bulletin Print Report; In 2015, the year in which P turned 42, she took loans in connection with her New York State pension plan. The Retirement System sent her a Form 1099-R. P did not report any re...

"Gross Income From The Property": January 26, 2021 - Volume 15 Issue 16 Print Report; The Black Lung Benefits Act of 1977 imposes an excise tax on the sale of coal. The excise tax applies to all coal mined in the U.S. that is sold or used after March 31, 1978. T...

New Jersey's "PFF" Is Not Unconstitutional: January 26, 2021 - Bulletin Print Report; N.J.S.A. 54A:8-6(b)(2)(A) requires "each entity classified as a partnership for federal income tax purposes," that has more than two owners, "having any income d...

Management Fees Paid To Shareholders Not Deductible: January 26, 2021 - Bulletin Print Report; P operated an asphalt paving business in Waterloo, Iowa. P had three shareholders: JEC (owning 40 percent of the stock), MEL (owning 40 percent of the stock), and D (owning 20...

Consideration Is Needed To Find A "Sale": January 25, 2021 - Bulletin Print Report; Petitioner operates a golf course that is "open to the public." On its website, it describes itself as a "daily fee golf course." Golfers pay a fee per pers...

Foreign Corporation's Tardiness Causes It To Forfeit Deductions: January 25, 2021 - Bulletin Print Report; P is incorporated under the laws of the U.K. P's only income-producing asset was a support vessel. A U.S. firm chartered P's vessel to perform work in the Gulf of Mexic...

Disproportionate Distributions Do Not Terminate 'S' Election: January 25, 2021 - Volume 15 Issue 15 Print Report; X Corporation, (X), elected to be an 'S' corporation effective on Date 2. However, beginning in the taxable year ending on Date 3, X made disproportionate dis...

Non-Exempt Transfer Triggers Reassessment Of Home: January 22, 2021 - Bulletin Print Report; In 1999, BW and SW created the WFT, (the "trust"), and recorded a grant deed transferring their home, (the "property"), to themselves as trustees. The trust...

Spin-Off Following A Reverse Triangular Merger: January 22, 2021 - Volume 15 Issue 14 Print Report; CP acquired all the stock of Sub 1 on Date a. The acquisition qualified as a reorganization under Sec. 368(a)(1)(A) (by reason of Sec. 368(a)(2)(E)) and under Sec. 36...

Nature Of Visa Is Determinative Of Foreign Domicile: January 22, 2021 - Bulletin Print Report; In February 2016, the Department of Revenue, (the "Department"), issued to the Hs a notice of proposed deficiency. The Hs protested the deficiency determination, clai...

The Willens Deal Survey January 2021: January 21, 2021 - The Deal Survey: January 2021 Print Report; Welcome to our summary of deals for January 2021. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

LITE's Acquisition Of COHR Features Successive Mergers: January 21, 2021 - Bulletin Print Report; LumentumHoldings, Inc., ("LITE"), and Coherent, Inc., ("COHR"), announced that they have entered into a definitive agreement "under which LITE wi...

Private Foundation Does Not Have "Excess Business Holdings": January 21, 2021 - Volume 15 Issue 13 Print Report; Y is a private foundation within the meaning of Sec. 509(a) of the Internal Revenue Code. Y was created to receive the assets of the Estate. Those assets included, in...

Pfizer, Inc. And Mylan N.V. Collaborate To Create Viatris, Inc.: January 21, 2021 - Bulletin Print Report; Pfizer, Inc., ("PFE"), intended to effect a garden variety spin-off or split-off of its Upjohn, Inc. subsidiary. Upjohn conducted PFE's"off-patent bran...

Rental Fleet Not Considered Inventory: January 21, 2021 - Bulletin Print Report; Taxpayer, ("TP"), claimed the Inventory Tax Credit, ("ITC"), for rented machinery and equipment that was sold to third parties. La. R.S. 47:6006 provides th...

The Long Reach Of Sec. 355(b)(2)(D): January 20, 2021 - Volume 15 Issue 12 Print Report; Rev. Rul. 74-5, 1974-1 C.B. 82, involved a distribution of the stock of a controlled corporation, Y, by a distributing corporation, X, to X's parent corporation,...

Claims For Refund Not Timely Filed: January 20, 2021 - Bulletin Print Report; On May 6, 2004, D and G closed on their purchase of SD. The purchase price was $3.7 million. D advanced the funds necessary to purchase the property. D created SD LLC. D transf...

Computing Non-Willful "FBAR" Penalties: January 20, 2021 - Bulletin Print Report; K is a U.S. citizen who has resided in Israel since 1979. During 2008-2010, K had a financial interest in several financial accounts in Israel, ("foreign financial account...

Connection/Disconnection Fees Are Subject To "URT": January 20, 2021 - Bulletin Print Report; TP is a utility company providing electric services to customers within Indiana and outside of Indiana. The Indiana Department of Revenue, ("Department"), conducted a...

Preliminary Thoughts on Office Depot: January 19, 2021 - Bulletin Print Report; There could be a significant tax implication if Office Depot simply sold its consumer business to Staples, while retaining its other businesses and assets. Such a sale would be...

Regular Mail Provides Sufficient Notice Of A Tax Liability: January 19, 2021 - Bulletin Print Report; JO runs a farming operation and heavy construction business as a sole proprietorship. The Commissioner first sent JO a letter on April 27, 2017, to his home address, which is a...

Retention Of Estate Property Does Not Violate "Automatic Stay": January 19, 2021 - Bulletin Print Report; Under the Bankruptcy Code, the filing of a bankruptcy petition has certain immediate consequences. A petition "creates an estate" that...comprises "all legal or...

Management Fees Treated As Not Constituting Gross Income: January 19, 2021 - Bulletin Print Report; TP elected to be a real estate investment trust,("REIT"). TP conducts substantially all of its business through OP. OP is a disregarded entity for tax purposes....

Deferred Compensation Subject To S.E. Tax: January 19, 2021 - Volume 15 Issue 11 Print Report; In 1982, P began working as an independent beauty consultant for Mary Kay, Inc. (MK). P sold MK products and recruited other individuals to join the company. <...

Partners Allocated "COD" Income: January 15, 2021 - Bulletin Print Report; In 2009, H, B, along with BO, and R formed E. E was in the business of text message advertising. E's partners entered into an operating agreement. That agreement stated tha...

I.R.S. Issues Rare Sec. 1221(a)(1) Ruling: January 15, 2021 - Volume 15 Issue 10 Print Report; TP is a REIT. TP owns and leases residential real estate to third parties. LP owns in excess of "a%" of all classes of stock of TP and all ofTP's...

Trailers Are Not Exempt "Truck Bodies": January 15, 2021 - Bulletin Print Report; Petitioner is the owner of BT LLC, ("B"). B sells trailer-type vehicles. During the dates at issue in this matter, B sold trailer-type vehicles to non-Wisconsin resid...

Restitution And Remediation Are Deductible: January 15, 2021 - Bulletin Print Report; The I.R.S. recently issued final regulations regarding the controversial topic of the deductibility of "fines, penalties, and other amounts." The statute governing th...

"Internal" Spin-Off Not A "Disqualified Distribution": January 14, 2021 - Volume 15 Issue 9 Print Report; P acquired Sub 1 on DateA, a date less than five years ago.Sub 1 owns all of the stock of Sub 2. Sub 2 owns all of the stock of EE. EE owns D. D is regula...

Taxpayer Retained No Substantial Rights To Research: January 14, 2021 - Bulletin Print Report; E is an 'S' corporation that designs and produces integrated controls and switchgears for custom applications in the power generation industry. In February 2009, E was h...

STE Reaches An Agreement With CMD: January 14, 2021 - Bulletin Print Report; STERIS plc, ("STE"),an Irish company, and Cantel Medical Corporation, ("CMD"), a domestic corporation, announced that STE has signed a definitive agre...

Sales Tax Refund For Utility Purchases Granted: January 14, 2021 - Bulletin Print Report; TP is an Indiana corporation which purchased an Indiana restaurant in July 2018. In July 2019, TP filed a Form ST-200 with the Department. At the same time, TP filed a Claim fo...

Taxpayer Had Constructive Receipt Of Unregistered Stock: January 13, 2021 - Bulletin Print Report; Naranda Systems, LLC, ("N"), elected to be taxed as a corporation. In January 2012, N filed a lawsuit against Violin Memory, Inc., ("V"), alleging infringem...

Sec. 86 Does Not Suffer Any Constitutional Infirmities: January 13, 2021 - Bulletin Print Report; During 2014, PK was married to GK. Before their marriage, PK and GK executed and recorded an agreement electing, under Louisiana law, a Separate Property Matrimonial Regime. In...

Do Not Rule Out A REIT Spin-Off: January 13, 2021 - Volume 15 Issue 8 Print Report; Sec. 355(h)(1) of the Code provides that: "This section (i.e., Sec. 355) shall not apply to any distribution if either the distributing corporation or the controlled corpo...

Marking The Date On Which Deficiency Interest Commences Accruing: January 13, 2021 - Bulletin Print Report; C was a Maine corporation engaged in both interstate and intrastate transportation of cargo. During 2014 and 2015, C purchased a motor vehicle, (the "Vehicle"), outsi...

Direct Deeding Of Like Kind Property Allowed: January 12, 2021 - Volume 15 Issue 7 Print Report; X and Y are unrelated persons. On May 14, 1989, X and Y entered into a contract that requires X to transfer B to Y and Y to transfer to X property of a like kind....

Waiver Of Estimated Tax Penalty Denied: January 12, 2021 - Bulletin Print Report; During tax year 2018, APPs sold shares of stock which resulted in capital gains of over $3.8 million. APPs made estimated tax installment payments... These three installment pa...

Contribution Of Partial Interest In Property Not Deductible: January 12, 2021 - Bulletin Print Report; After LM purchased real property in Bethesda, Maryland, known as 5300 Moreland Lane, she and her husband decided to tear down the existing house on that property and build a ne...

BLUE To Benefit From I.R.S.'s Relaxed Spin-Off Policy: January 12, 2021 - Bulletin Print Report; bluebird bio, Inc., ("BLUE"), has announced its intent to "separate its severe genetic disease and oncology businesses into differentiated and independent public...

FTI's "Spin-Off" Will Give Rise To Dividend Income: January 11, 2021 - Bulletin Print Report; TechnipFMC plc, ("FTI"), announced, on January 7, 2021, the resumption of activities toward its planned separation "into two industry-leading independent, public...

Replacement Property Held Primarily For Sale: January 11, 2021 - Bulletin Print Report; L is the sole member of HQE. In early 2010, HQE exchanged a warehouse property for two replacement properties. The first replacement property was a residential property, and th...

Can Boeing Deduct Any Amounts Paid (Or To Be Paid) Under Its "DPA?": January 11, 2021 - Bulletin Print Report; The Boeing Co., ("BC" or the "Company"), the Department of Justice's Fraud Section, and the United StatesAttorney's Office recently entered in...

Conveyance of "QRP" To A "CRUT" Does Not Trigger Deferred Gain: January 11, 2021 - Volume 15 Issue 6 Print Report; TPs, husband and wife, are shareholders of C. C maintains an employee stock ownership plan (ESOP). TPs sold "x" shares of C's common to the ESOP and reinvested &q...

Processing and Marketing Methanol Produces Qualifying Income: January 8, 2021 - Volume 15 Issue 5 Print Report; X is a limited partnership. X intends to become a publicly traded partnership (MLP or PTP). X will operate two facilities that will process natural gas into methanol and synthe...

TDY And FLIR Propose A "Forward Merger": January 8, 2021 - Bulletin Print Report; Teledyne Technologies, Inc., ("TDY"), and FLIR Systems, Inc., ("FLIR"), recently announced that they have entered into a definitive agreement under which TD...

Sole Member Of LLC Not Liable For Gross Receipts Tax: January 8, 2021 - Bulletin Print Report; New Mexico, ("NM"), imposes gross receipts tax on all "entities that engage in business in NM." The Department requires taxpayers subject to gross receipts...

Partnership Merger Qualifies As A Reorganization: January 7, 2021 - Bulletin Print Report; When can a partnership merger qualify as a reorganization for tax purposes? When the partnerships elect to be treated as corporations for federal income tax purposes. Navios Ma...

Expenses Paid With "Covered Loans" Are Deductible: January 7, 2021 - Bulletin Print Report; On January 6, 2021, the Internal Revenue Service issued Rev. Rul. 2021-2, a pronouncement of more than passing importance. This ruling renders obsolete each of Notice 2020-32,...

Insurance Premiums Cannot Be Deducted: January 7, 2021 - Bulletin Print Report; On Date 1, Member, ("M"), began circulating a private placement memorandum, ("PPM"), to potential investors. M's purpose was to acquire a membership int...

Redemption Does Not Give Rise To a Constructive Dividend: January 7, 2021 - Volume 15 Issue 4 Print Report; B and C, who are brothers, each owned 50 percent of the stock of a corporation. C died. B was a party to a stockholders' agreement which provided that, upon the death of ei...

Ownership Includes "Equitable Title" To Property: January 6, 2021 - Bulletin Print Report; International American Education Federation, Inc., ("IAEF"), operates charter schools in Texas. In 2016, IAEF leased real property, (the "Property"), from a...

Loss Of Access Is Not A Physical Loss: January 6, 2021 - Bulletin Print Report; Plaintiff, ("P"), owns and operates a full-service salon and medical spa in Miami Beach, Florida. On December 19, 2019, Defendants, ("Ds"), issued an all-ri...

Receipts Not "Interest" For Purposes of Sec. 165(g)(3): January 6, 2021 - Volume 15 Issue 3 Print Report; TP is the parent of a group of domestic and international entities. TP, through certain of its subsidiaries (the Group), provides specialty financial services to individuals th...

DD To Shed Nutrition & Biosciences, Inc.: January 5, 2021 - Bulletin Print Report; DuPont de Nemours, Inc., (DD), will be disposing of its subsidiary, Nutrition & Biosciences, Inc., (NB), in a so-called "Reverse Morris Trust," (RMT), transaction...

Notes Excluded From Numerator Of Property Factor Ratio: January 5, 2021 - Bulletin Print Report; On June 17, 2015, P filed three refund claims for corporate franchise tax paid. The Department denied each claim. The issue is the proper method of apportionment of P's fra...

NOL Limits Ruled Unconstitutional: January 5, 2021 - Bulletin Print Report; Corporations can join with groups of affiliated corporations to file consolidated income tax returns with the I.R.S. On these consolidated returns, groups can claim consolidate...

Determining REIT Taxable Income: January 5, 2021 - Volume 15 Issue 2 Print Report; Advice has been requested on whether amounts of a REIT's income, which are used to pay the amortization of mortgages and amounts required by FHA regulations to be kept in c...

Sale Gain Belonged In The Denominator Of The Revenue Ratio: January 4, 2021 - Bulletin Print Report; DL is Texas corporation doing no business in Louisiana, ("L"). DL's only business activities consisted of holding its interest in LLC, a Texas limited liability c...

SL Green Realty Corporation Will Be Making Stock Distributions: January 4, 2021 - Bulletin Print Report; On December 4, 2020, the board of directorsof SL Green Realty Corporation, ("SLG"), declared an ordinary dividend and a special dividend, each payable on Januar...

I.R.S. Had "Clear And Concise" Notice Of An Address Change: January 4, 2021 - Bulletin Print Report; In 2016, the I.R.S.sent a notice of deficiency to the Gs' former address, which their CPA had incorrectly listed on their 2014 tax return. The Gs had subsequently lis...

Aggregation Of Costs Of Blocks Of Stock Prohibited: January 4, 2021 - Volume 15 Issue 1 Print Report; MC owned a high-rise apartment building. The taxpayers acquired 52 percent of the corporation's stock in 1949 at a cost of $1,040. The remaining 48 percent of the stock was...

Facility Did Not Qualify As A "Distribution Center": December 31, 2020 - Bulletin Print Report; TP is a nationwide retailer and operates retail stores across the U.S. In addition, TP accepts orders and makes retail sales via its catalogs and the Internet. TP operates regi...

Sales Tax Levied On "Gross Proceeds Of Sales": December 31, 2020 - Bulletin Print Report; Under a tobacco company "buy-down" contract with retailers, the tobacco company agrees to pay the retailer a specified amount for each pack of cigarettes sold by the...

Loss From Destruction of "Illegal" Home Allowed: December 31, 2020 - Volume 14 Issue 252 Print Report; In Year 1, TPs purchased an N1-acre parcel of property jointly with another couple, the A. TPs built a home on the property and lived in the home since early Year 2....

Interest Expense Safe Harbor For Residential Living Facilities: December 30, 2020 - Bulletin Print Report; Sec. 163(j) of the Code limits the amount of "business interest expense" that can be deducted for taxable years beginning after December 31, 2017. Under Sec. 163(j)(1...

Carved-Out Leasehold Is Property: December 30, 2020 - Volume 14 Issue 251 Print Report; M will be formed as a general partnership. M will have three general partners, O, a corporation; P, a general partnership comprised of three individuals; and Q, a cor...

Unlimited Use Phone Cards Subject To Special Charge: December 30, 2020 - Bulletin Print Report; Applicant is a retailer that sells prepaid wireless telecommunications services. One of the ways that the customers of Applicant purchase these services is through "unlimi...

Sale Or Service?: December 30, 2020 - Bulletin Print Report; In 1984, O began operating Gott's To Go, ("G"), a business engaged in providing portable toilet services. O purchased portable toilets from a Michigan business. W...

MIC Sets Record Date For Special Dividend: December 29, 2020 - Bulletin Print Report; Macquarie Infrastructure Corporation, ("MIC"), announced that it has successfully completed the sale of its "IMTT" business for $2.67 billion, including ass...

Litigation Award Is "Business Income": December 29, 2020 - Volume 14 Issue 250 Print Report; C is a corporation that files as part of an Arizona consolidated return with its parent, P. C develops, manufactures and sells products to customers. As part of its r...

Marketing Analytics Firm Rendered Non-Taxable Consulting Services: December 29, 2020 - Bulletin Print Report; Petitioner, MarketShare Partners, LLC, ("P"), is a marketing analytics firm headquartered in Los Angeles, California, with offices in New York City. P had four lines...

Electronic Information Services Subject To Sales Tax: December 29, 2020 - Bulletin Print Report; CF operates several banks in Cincinnati. Several years ago, it began using Fiserv, ("F"),banking software for its online banking system. F is "a premier pr...

A Utility Is A "Manufacturer" Of Electricity: December 29, 2020 - Bulletin Print Report; D is a regulated public utility engaged in the generation, transmission, distribution, and sale of electricity in North Carolina and in South Carolina. The Department of Revenu...

Attorney's Fee Portion Of Qui Tam Award Is Taxable In N.J.: December 28, 2020 - Bulletin Print Report; TP is a medical doctor who initiated a qui tam , ("QT"), action against the Cooper Health System, ("C"). TP alleged that C had paid physicians...

Arkansas "PBM" Law Not Preempted By ERISA: December 28, 2020 - Bulletin Print Report; Pharmacy benefit managers, ("PBMs"), serve as intermediaries between prescription-drug plans and the pharmacies that beneficiaries use. When a beneficiary of a prescr...

Wheeler REIT To Redeem Convertible Preferred Stock: December 28, 2020 - Bulletin Print Report; Wheeler REIT has run into some financial difficulties. These difficulties will become insuperable if Wheeler does not take decisive actionbefore the date on which its Ser...

Cousins Not Dependents: December 28, 2020 - Volume 14 Issue 249 Print Report; Petitioner, (P), is an immigrant from Kenya and has lived in the U.S. since 2007. P's aunt and cousins emigrated from Kenya to Arizona in April, 2009. &...

Sec. 1060 Allocation Does Not Represent "True And Fair Value": December 24, 2020 - Bulletin Print Report; TP is a Washington corporation that previously engaged in the business of producingpulp and paper products at a mill located in Washington, ("M"), as a subsidia...

Transfer Of Installment Notes Lacked Substance: December 24, 2020 - Volume 14 Issue 248 Print Report; A is the sole shareholder of TP. TP has two divisions, Y and Z (the "Dealers"), which operate used car dealerships. Dealers finance all of their sales. Deal...

Foundation Denied Abatement Of "UBIT": December 23, 2020 - Bulletin Print Report; P is a tax-exempt private foundation under Sec. 501(c)(3) of the Internal Revenue Code. P retained Northern Trust Company,("NTC"),to prepare its tax retur...

Qui Tam Recoveries Not Taxable In Pennsylvania: December 23, 2020 - Bulletin Print Report; In June 2014, the taxpayer, ("TP"),filed a qui tam , ("QT"), action in federal court alleging that a certain financial institution, (the...

Short-Term Investment In Municipal Bonds Allowed: December 23, 2020 - Volume 14 Issue 247 Print Report; X is engaged in the development, ownership, and operation of plants and facilities throughout the U.S. X has a number of plants under development. X expects to reach...

What To Make Of AJRD's Special Dividend: December 22, 2020 - Bulletin Print Report; Aerojet Rocketdyne Holdings, Inc., ("AJRD"), announced that it has entered into a definitive agreement to be acquired by Lockheed Martin Corporation, ("LMT"...

Taxpayer Found To Be A "Publicly Offered REIT": December 22, 2020 - Bulletin Print Report; TP is a real estate investment trust,('REIT"). PR is a REIT. PR is listed on Exchange. TP represents that PR has been a "publicly offered REIT" at all...

How The Pros Effectuate A Spin-Off Or Split-Off: December 22, 2020 - Bulletin Print Report; D, which is Pfizer, Inc., ("PFE"), is the parent of worldwide group of entities, (the "D Worldwide Group"), and is the common parent of a group of affiliate...

The Service Will Follow Holsey: December 22, 2020 - Volume 14 Issue 246 Print Report; The Internal Revenue Service will follow the decision rendered by the Third Circuit Court of Appeals in a case entitled Holsey v. Commissioner , 258 F.2d 865...

The Willens Deal Survey December 2020: December 21, 2020 - The Deal Survey: December 2020 Print Report; Welcome to our summary of deals for December 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Merger Of Lower-Tier Banks Should Qualify As A Reorganization: December 21, 2020 - Bulletin Print Report; Huntington Bancshares, Inc., ("HBAN"), the parent of Huntington National Bank, ("HNB"), and TCF Financial Corporation, ("TCF"), the parent of TCF...

Retention Of Place Of Abode Decisive Of Domicile Issue: December 21, 2020 - Bulletin Print Report; Based on the audit of P and the determination that he was a domiciliary of New York City, ("NYC"), during 2012, the Division issued a statement of proposed audit chan...

Service Approves "Retention" of Spun-off Subsidiary's Stock: December 21, 2020 - Volume 14 Issue 245 Print Report; D is a State E corporation and is the common parent of a consolidated group. D has outstanding "g" shares of common stock. These shares are widely held and...

Absence Of Sales-Related Activity Does Not Prevent Finding Of Nexus: December 21, 2020 - Bulletin Print Report; TP is an out-of-state corporation that developsand publishes a multiplayer, online video game, ("Game"). Game is free to play. TP's source of income is excl...

Pluralsight, Inc. Is Going Private: December 18, 2020 - Bulletin Print Report; Pluralsight, Inc., ("PS"), recently announced that it has entered into a definitive agreement to be acquired by affiliates of Vista Equity Partners in an all-cash tra...

Equinox Gold Corporation Will Acquire Premier Gold Mines Ltd.: December 18, 2020 - Bulletin Print Report; Equinox Gold Corporation, ("E") and Premier Gold Mines, Ltd., ("P"), announced that the companies, each organized under the laws of Canada, have entered int...

Sovereign Immunity Bars Transportation Excise Tax Refund Lawsuit: December 18, 2020 - Bulletin Print Report; JP sells credit card processing services to merchants and banks. DA was a charter airline that contracted with JP to process credit card transactions for its customers. Purchas...

Bargain Sale Did Not Result In A Gift: December 18, 2020 - Volume 14 Issue 244 Print Report; WJSC was owned prior to 1928 by WJS. He sold the common stock in 1928 to WMF and at that same time the corporation issued 1,000 shares of its six percent cumulative p...

Canadian Cannabis Companies To Engage In Business Combination: December 17, 2020 - Bulletin Print Report; Aphria, Inc., ("APHA"), and Tilray, Inc., ("TLRY"), each organized and existing under the laws of Canada, announced that they have entered into a definitive...

Taxpayer Found To Change Accounting Method: December 17, 2020 - Volume 14 Issue 243 Print Report; TP, a financial institution employing an accrual method of accounting, computes its interest on installment loans under the "sum of the months-digits method.&quo...

"Actual Knowledge" Does Not Constitute A "Filing": December 17, 2020 - Bulletin Print Report; The United States, ("U.S."), and the United States Virgin Islands, ("USVI"), are separate taxing entities. Under the USVI's Economic Development Program...

TCP Will Be "Rolled Up": December 17, 2020 - Bulletin Print Report; TC Energy Corporation, ("TRP"), a Canadian corporation announced it has entered into a definitive agreement and plan of merger "to acquire all the outstanding Co...

Start-Up Expenses Not Deductible: December 16, 2020 - Volume 14 Issue 242 Print Report; Petitioners purchased a single-family house in Virginia on August 25, 2008. Petitioners made repairs and reported other expenses relating to the property on Schedule...

LLY's Acquisition Of PRVL Features A Regulatory Approval CVR: December 16, 2020 - Bulletin Print Report; Eli Lilly and Company, ("LLY"), and Prevail Therapeutics, Inc., ("PRVL"), announced a definitive agreement for LLY to acquire PRVL"for $22.50 in...

Assessment Of Back-Up Withholding Tax Time-Barred: December 16, 2020 - Bulletin Print Report; James Quezada, ("Q"),works as a stone mason and owns Quezada Masonry, ("QM"). General contractors hire him for masonry work, and he hires subcontracto...

Advertising Services Are Not Subject To Sales Tax: December 16, 2020 - Bulletin Print Report; Petitioner, ("P"), is a digital marketing services business. It provides consulting, managed services, and technical services, and acts as a reseller of advertising-a...

The Latest Variety Of "CVRs": December 15, 2020 - Bulletin Print Report; Where there are disagreementsabout the value of a target corporation, the parties may decide to make a portion of the merger consideration contingent on the outcome of pr...

Film Research Expenses Not Deductible: December 15, 2020 - Volume 14 Issue 241 Print Report; Petitioner, (P), is an attorney. In 2006, P began researching American history for the purpose ofcreating an American history film series. The film series was i...

JNJ's "Insurance Premium Tax" Refund Upheld: December 15, 2020 - Bulletin Print Report; Johnson & Johnson, ("JNJ"), is insured through MA, which is wholly owned and which provides insurance exclusively to JNJ. MA is a so-called "captive insurer....

"Tax Insurance" Premiums Are Not Deductible: December 15, 2020 - Bulletin Print Report; Can a partnership deduct the cost of premiums paid for an insurance policy that contemplates reimbursing the partners for an adjustment that reduces the tax benefits they are e...

Alexion and AstraZeneca To Join Forces: December 14, 2020 - Bulletin Print Report; Alexion Pharmaceuticals, Inc., ("API"), and AstraZenecaPLC, ("AZ"), have entered into a definitive agreement for "AZ to acquire API." The tr...

Real Property Tax Classification Is Controlling For "RPTT" Purposes: December 14, 2020 - Bulletin Print Report; The "Property" consists of a two-family house with a ten-car garage. From the time Y purchased the Property until its sale by the LLC for $1,080,000, the house and th...

LLC Debt Is Non-Recourse With Respect To Its Member: December 14, 2020 - Bulletin Print Report; D is the common parent of a business group that includes corporations and disregarded entities, (the "D Group"). The D Group is engaged in Business, which included&nb...

Damages For "Loss Of Consortium" Are Excluded From Gross Income: December 14, 2020 - Bulletin Print Report; Years before the Taxable Year, H was struck by an automobile while riding his bicycle, (the "collision"). H suffered severe and permanent injuries to his body, includ...

Minority Interest Is Part Of Controlling Interest: December 14, 2020 - Volume 14 Issue 240 Print Report; A owned 600 shares of the common stock of X corporation, (X). The 600 shares represented 60 percent of the outstanding stock of X. &...

Clothing Rentals Not Subject To Sales Tax: December 11, 2020 - Bulletin Print Report; Petitioner operates a clothing rental business in New York State. Rental subscriptions are set up on a monthly basis, with the monthly charge based exclusively upon the number...

GAAP Informs The Scope Of Perrigo's Privilege Waiver: December 11, 2020 - Bulletin Print Report; PerrigoCo., PLC, ("P"), is facing an unusual number of tax "headwinds." It is fighting tax deficiency assessments on two continents, both in Ireland a...

When Does The "Testing Period" Begin?: December 11, 2020 - Volume 14 Issue 239 Print Report; TP began incurring losses and generated a net operating loss (NOL) carryover in its taxable year ending Year 1. On Date 1, TP...

Dog Storage Charges Are Subject To Sales Tax: December 10, 2020 - Bulletin Print Report; Petitioner, ("P"), provides "safe and secure climate-controlled doghouses, ('units'), at varying locations throughout Brooklyn for dog owners to store th...

Taxpayer Converts Capital Gain Into Capital Loss: December 10, 2020 - Bulletin Print Report; In 2002, Appellant, ("APP"), while a Canadian citizen and resident, co-founded Westwind Capital Corporation, ("W"), an international investment bank headqua...

Change In Accounting Practice Not Change In Accounting Method: December 10, 2020 - Volume 14 Issue 238 Print Report; T pays commissions to its employees. Currently, T is deducting these commissions twice for federal income tax purposes. First, T deducts the amount of the commissions at the ti...

"Voting Stock" And "Stock" Are Not Interchangeable: December 10, 2020 - Bulletin Print Report; The "Corporation" held title to two pieces of real property, (the "Property"), in Los Angeles. All of the Corporation's voting stock was issued to the &...

The (Capital Gain) Rates, They Are a-Changin': December 9, 2020 - Bulletin Print Report; It turns out that one of the biggest financial news stories of the year, at least based on the volume of coverage it received, was the great Bob Dylan's decision to sell hi...

Convertible Notes Not "Stock" For Purposes of Sec. 382: December 9, 2020 - Volume 14 Issue 237 Print Report; C is the common parent of an affiliated group that files a consolidated tax return (C Group). C has one class of stock outstanding---publicly traded common stock....

Credible Testimony Establishes Material Participation: December 9, 2020 - Bulletin Print Report; P practices medicine through his wholly owned C corporation, IC. P would typically work at IC for approximately three 8-hour workdays and two 4-hour workdays, Monday through Fr...

"Reckless" Taxpayer Found To Have Acted "Willfully" In FBAR Matters: December 9, 2020 - Bulletin Print Report; This case deals with the relatively arcane topic of tax litigation, arising out of a taxpayer being assessed a penalty for failure to file an I.R.S. form, commonly referred to...

The I.R.S. Finds a 'G' Reorganization: December 8, 2020 - Volume 14 Issue 236 Print Report; T is a consumer finance company. T has common and preferred stock outstanding. ACQ is a financial institution as defined in Sec. 581 of the Internal Revenue Code. It has one cl...

Disposing Of Waddell & Reed's "Unwanted" Assets: December 8, 2020 - Bulletin Print Report; Macquarie Management Holdings, Inc., ("MMI"), the asset management division of Macquarie Holdings Pty Ltd.,and Waddell & Reed Financial, Inc., ("WDR&qu...

"FBAR" Articles Found To Be Admissible Evidence: December 8, 2020 - Bulletin Print Report; This case raises a single issue: whether B's failure to file a Form TD F 90-22.1, ("FBAR"), disclosing his offshore UBS bank account was willful. A finding of wil...

WORK's Net Operating Losses Should Be Of Value To CRM: December 7, 2020 - Bulletin Print Report; Last week, salesforce.com, inc., ("CRM"), and Slack Technologies, Inc., ("WORK"), announced that they had entered intoa definitive agreement for CRM t...

Restitution Order Measures Theft Loss: December 7, 2020 - Bulletin Print Report; Plaintiff, ("P"), owned and operated a "factoring" business during 2015. P became the unwitting victim of fraud during 2015 when an individual diverted paym...

Beneficial Ownership Counts For Purposes Of Sec. 1504: December 7, 2020 - Bulletin Print Report; Parent wholly owns Sub; and Sub owns all of the interests in Management Co., ("MC"). MC is a State Y limited liability company.Parent is the common parent of an...

Annuity Exempt From Creditors' Claims: December 7, 2020 - Volume 14 Issue 235 Print Report; Debtor, (D), filed a Chapter 7 bankruptcy case on June 6, 2012. D claimed the Annuity as exempt under 11 U.S.C. Sec. 522(b)(3)(C), and the Trustee (T) objected to the claimed e...

AMC's Stock Issuance Should Not Give Rise To An Ownership Change: December 4, 2020 - Bulletin Print Report; AMC Entertainment Holdings, Inc., ("AMC"), as much any company has seen its business ravaged by the pandemic. AMC, not surprisingly, is a "loss corporation."...

Reinstated Employee Not Entitled To Tax "Gross-Up": December 4, 2020 - Bulletin Print Report; In April 2009, the Department hired G in the position of Pharmacy Services Chief II. On September 14, 2012, the Department discharged G based on her "insubordination and r...

Valuing Minority Interests: December 4, 2020 - Volume 14 Issue 234 Print Report; Prior to decedent's death in 1991, the decedent and his son owned 100 percent of the stock in a corporation. The decedent owned 48.59 percent of the stock and the...

Delivery of Note Is Not A "Payment": December 3, 2020 - Volume 14 Issue 233 Print Report; Petitioner, (P), owned 66.67% of T. On April 8, 1982,T entered into an agreement with C to purchase equipment for $4.825 million. C financed the sale of the equ...

"Contractors" Are Subject To Sales Tax: December 3, 2020 - Bulletin Print Report; APP is Missouri funeral home that, as part of its service, sells burial container/vaults, ("Vs"), to its customers. When the customer purchases a V from APP, APP orde...

Non-Resident 'S' Corporation Taxed On Massachusetts Capital Gains: December 3, 2020 - Bulletin Print Report; Prior to October 31, 2011, APP was a subchapter S corporation organized under the laws of Illinois and headquartered in Illinois. APP was the sole shareholder of VAS USA, an Il...

CRM And WORK Have Agreed To A "Two-Step" 'A' Reorganization: December 2, 2020 - Bulletin Print Report; Slack Technologies, Inc., ("WORK"), and salesforce.com, inc., ("CRM"), have entered into a definitive agreement pursuant towhich CRM will acquire WORK...

Directly Used Or Consumed In The Production Of Natural Resources: December 2, 2020 - Bulletin Print Report; AR Corporation, ("A"), is engaged in the exploration, development and acquisition of natural gas and oil from properties located in the Appalachian Basin. A has been...

Transferring Minority Interests To Family Members: December 2, 2020 - Volume 14 Issue 232 Print Report; P owned all of the single class of outstanding stock of Xcorporation (X). P transferred all of P's shares by making simultaneous gifts of 20 percent of the...

Cell Towers Found To Be Improvements To Real Property: December 2, 2020 - Bulletin Print Report; Petitioner, ("P"), is a communication construction company. P primarily provides antenna, line, and microwave installations on raw land and existing sites throughout...

SPGI Will Annex INFO: December 1, 2020 - Bulletin Print Report; S&P Global, Inc., ("SPGI"), and IHS MarkitLtd., ("INFO"), a "Bermuda exempted company limited by shares," announced they have entered in...

Trading Activity Not "Substantial": December 1, 2020 - Volume 14 Issue 231 Print Report; During 2005 and 2006, petitioner executed certain trades of certain securities on an investment account that she maintained at TDA ("petitioner's investment...

Amended Statute Of Limitations Could Not Be Given Retroactive Effect: December 1, 2020 - Bulletin Print Report; Claimant pays sales tax to the Oklahoma Tax Commission, ("OTC"), each and every month. Due to an error in computation, Claimant made "significant overpayments of...

Mortgage Lender Not Doing Business In Tennessee: December 1, 2020 - Bulletin Print Report; The Fund is organized as a limited partnership formed and domiciled outside the U.S. The Fund's only business activity is owning mortgages and receiving payments on those m...

LORL Shareholders Can Elect Different Forms Of Merger Consideration: November 30, 2020 - Bulletin Print Report; Loral Space & Communications, Inc., ("LORL"), owns a 62.7 percent economic interest, and a 32.6 percent voting interest, in Telesat Canada, ("TC"). The...

Tax Felons Cannot Possess Firearms: November 30, 2020 - Bulletin Print Report; F pled guilty in 2011 to a federal felony: willfully making a materially false statement on her tax returns. F's conviction left her subject to 18 U.S.C. section 922(g)(1),...

House Was Used As A Residence: November 30, 2020 - Bulletin Print Report; Plaintiff, ("P"), owns two houses: one in G, where he lives, and the other on TR in S, (the "TR property").The TR property is 19.7 acres with a house,...

Blocks of Stock Aggregated For Purposes of Sec. 2031: November 30, 2020 - Volume 14 Issue 230 Print Report; In 1962, the decedent created a trust and transferred a block of stock of C, along with other property, to the trust. The decedent retained the power to alter the ben...

Coca-Cola Failed To Charge "Arm's-Length" Royalties To Affiliates: November 27, 2020 - Bulletin Print Report; The Internal Revenue Service, ("I.R.S."), in connection with its examination of The Coca-Cola Company's, ("KO"), tax returns for 2007-2009, made adjustm...

Theater Owner's Customers "Bore" Disputed Sales Tax: November 27, 2020 - Bulletin Print Report; Petitioner, ("P"), owns and operates several movie theaters in Michigan and sells food and beverage items at concession stands. Respondent argues that the Michigan Ta...

No Deduction For Payment of Another Taxpayer's Debt: November 27, 2020 - Volume 14 Issue 229 Print Report; In 1978, DH, an engineer, and his colleague, DS, formed an engineering consulting company called MTI. In 2000, MTI began to p...

Distributions From Madoff Securities Were Not Income: November 25, 2020 - Bulletin Print Report; In 2001, petitioners, ("Ps") received distributions from Madoff Securities, ("MS"). MS later filed bankruptcy after the discovery of the now-infamous Madoff...

Sec. 1031 Only Applies To Exchanges Of Certain "Real Property": November 25, 2020 - Bulletin Print Report; Sec. 1031(a)(1) of the Internal RevenueCode provides: No gain or loss shall be recognized on the exchange of real property held for productive use in a...

PNC Will Not Obtain A Basis Step-Up For Its Acquisition Of BBVA: November 25, 2020 - Bulletin Print Report; PNC Financial Services Group, Inc., ("PNC"), and Banco Bilbao Vizcaya Argentaria, S.A., ("S"), recently announced that they have signed a definitive agreeme...

Easements Constitute An "Interest In Real Property": November 25, 2020 - Volume 14 Issue 228 Print Report; Through a series of corporate transactions, the plaintiffs came into ownership of two natural gas pipelines within the State of New York, together with the easeme...

Unwanted Assets In A Sec. 338(h)(10) Transaction: November 24, 2020 - Volume 14 Issue 227 Print Report; S, a corporation incorporated in Delaware, owns 100 percent of the stock of T, a New York corporation. S is a taxpayer under Article 9-A of the Tax Law of New York.

Payments To Home Buyers Are Purchase Price Adjustments: November 24, 2020 - Bulletin Print Report; TP is a corporation headquartered in State X. S, wholly owned by TP,is a real estate brokerage company in State Y. S provides online platforms where potential buyers may...

Willfulness Is Not A Consideration In PFIC Cases: November 24, 2020 - Bulletin Print Report; S immigrated to the United States from Canada in the mid-'90s. He became a naturalized U.S. citizen "during 2005-2007." Beginning in 2007 and continuing for sever...

Purchases Of Rock Salt Subject To Sales Tax: November 24, 2020 - Bulletin Print Report; P is a property services provider for primarily commercial, medical, and industrial clients. P performs snow and ice management for businesses in the Glen Falls, New York, area...

Income From Leasing Signs Not Excluded From Rents From Real Property: November 23, 2020 - Bulletin Print Report; TP is a real estate investment trust, ("REIT"). Through partnerships, TP owns real property, including buildings, located at Address A and Address B. Affixed to the e...

Retained Stock Distributed On A Tax-Free Basis: November 23, 2020 - Bulletin Print Report; D, a publicly traded corporation, is the parent of a worldwide group, (the "D Group"). Before the Proposed Transaction, D directly will own DRE 1, 2, 3, 4, Sub 1, 2,...

Qurate Retail's Special Dividend Appears To Be "Extraordinary": November 23, 2020 - Bulletin Print Report; Qurate Retail, Inc., ("Q"), a Liberty company, announced that its Board of Directors declared a "special cash dividend" in the amount of $1.50 per common sh...

Periodic Redemption Plan Exempted From Sec. 305(b)(2): November 23, 2020 - Volume 14 Issue 226 Print Report; X Corporation, (X), wished to acquire all of the stock of Y Corporation, (Y). X and Y were unrelated except that shareholders of X owning 10 percent of its stock owne...

West Fraser Timber Ltd. To Acquire Norbord, Inc.: November 20, 2020 - Bulletin Print Report; West Fraser Timber Co. Ltd., (WFT), and Norbord, Inc., (OSB), each a Canadian corporation,announced that they have entered into a "strategic business combination&quo...

The Willens Deal Survey November 2020: November 20, 2020 - The Deal Survey: November 2020 Print Report; Welcome to our summary of deals for November 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

The Mandatory Repatriation Tax Is Constitutionally Valid: November 20, 2020 - Bulletin Print Report; The Tax Cuts and Jobs Act, ("TCJA"), broadened the types of controlled foreign corporation, ("CFC"), income subject to subpart F. The TCJA also enacted a on...

Exercise of Warrants Is A Prohibited Transaction: November 20, 2020 - Volume 14 Issue 225 Print Report; The Plan is a defined benefit plan. As of December 31, 1976, the Plan held 97,000 shares of Employer (E) common stock. In July, 1976, E offered to holders of its comm...

Liberty Broadband To Issue Exchangeable Debentures: November 19, 2020 - Bulletin Print Report; Once Liberty Broadband, ("LB"),and GCI Liberty complete their recently announced business combination, the former will be the owner of approximately 26 percent...

Reasonable Expectation Of Repayment Precludes Deduction Of Expenses: November 19, 2020 - Bulletin Print Report; 1. During the period beginning on February 15, 2020, and ending on December 31, 2020, ("covered period"), A paid expenses that are described in Sec. 161 of the Code a...

Defective Liquidation Crystallizes Worthless Stock Deduction: November 19, 2020 - Volume 14 Issue 224 Print Report; TP is the domestic parent of an affiliated group that joins in the filing of a consolidated return. TP is wholly owned by Vivendi. H is directly owned by TP, except t...

When Does A Lease Commence?: November 19, 2020 - Bulletin Print Report; Petitioner signed a commercial space lease for property, (the "Premises"), located in lower Manhattan. The Premises are located in an area that has been granted certa...

Presence Of Swimming Pool Does Not Exempt Gym From Sales Tax: November 18, 2020 - Bulletin Print Report; Petitioner, ("P"), operates a national health and wellness business. P has one New York City facility and anticipates opening additional New York City locations. P...

Latest SPAC Transaction Structured As A "Global" Sec. 351 Exchange: November 18, 2020 - Bulletin Print Report; In the latest installmentof the "SPAC Chronicles,"Roth CH Acquisition I Co., ("ROCH"), and PureCycleTechnologies LLC, ("PCT"), a...

Transfer of Encumbered Property To Partnership Not a Disguised Sale: November 18, 2020 - Volume 14 Issue 223 Print Report; On "x," T entered into an agreement with S to purchase real estate. Approximately 75 percent of the purchase price will be borrowed by T from an unrelated l...

Aggregation Of Non-Operating Mineral Interests Permitted: November 18, 2020 - Bulletin Print Report; TP is a subsidiary of HC. TP owns A, a disregarded entity. B is a wholly-owned subsidiary of TP. HC is wholly-owned by C. C is an international mineral resource and investment...

Only Installation Sales Tax On Solar Equipment Is Refundable: November 17, 2020 - Bulletin Print Report; TP filed an Application for Sales Tax Refund on Purchases and Installation of Qualified Renewable Energy Equipment," ("Application"), on November 9, 2017. On Dec...

"Earn-Outs" A Staple Of "SPAC" Transactions: November 17, 2020 - Bulletin Print Report; The most recent "SPAC" acquisition, like the vast majorityof its predecessors, is structured to qualify as a tax-free reorganization; and features the use of &q...

IRA Beneficiary Found To Engage In a Prohibited Transaction: November 17, 2020 - Volume 14 Issue 222 Print Report; By 2005, E had accumulated a substantial amount in his Sec. 401(k) account from his many years of service as an employee of AP. &nbs...

Aerospace Product Developer Not Entitled To Preferential Tax Rate: November 16, 2020 - Bulletin Print Report; TP is a Washington limited liability company that develops and sells aerospace products. TP does not engage in manufacturing activity. The majority of TP'...

Tax Imposed On Exported Oil Is Not Merely A User Fee: November 16, 2020 - Bulletin Print Report; T is an independent commodity trading and logistics house. As part of its business, T purchases and exports domestic crude oil from the United States by vessel and truck. From...

Casual Gambler Can Use The "Per Session" Method: November 16, 2020 - Bulletin Print Report; During 2019, TP, a resident of another state, visited a casino in Indiana and recreationally played the slot machines. TP had some wagering gains and some wagering losses. TP r...

Sec. 1248(b) Limitation Applied To 'S" Corporation Shareholder: November 16, 2020 - Volume 14 Issue 221 Print Report; A is an individual investor who owns "D%" of the stock of B, an 'S' corporation. B's sole asset is "E%" of the outstanding shares of C...

Taxpayer Never Abandoned Brooklyn Domicile: November 13, 2020 - Volume 14 Issue 220 Print Report; Petitioner, TV, filed Form IT-203 for each of 2004-2006 as a non-resident of New York, with a filing status of head of household. &n...

Jaws Acquisition Corporation Chooses An "Up-C" Structure: November 13, 2020 - Bulletin Print Report; Jaws Acquisition Corporation, ("J"), a special purpose acquisition company, ("SPAC"), and a Cayman Islands exempted company, and Cano Health LLC, (&qu...

Taxpayer Did Not Act As Agent For IRA Fiduciary: November 13, 2020 - Bulletin Print Report; During 2012 and 2013, Petitioner, ("P"), participated in a SEP-IRA, the custodian of which was J.P. Morgan Chase Bank, N.A., ("C"). On two occasions in 2012...

Mitten Clips Are Not Clothing: November 13, 2020 - Bulletin Print Report; Petitioner sells mitten clips. Petitioner states that the mitten clips are used to attach the gloves or mittens of infants and toddlers to their coats so they will not lose the...

Redemption Of Partnership Interests Differs From Redemption Of Stock: November 12, 2020 - Bulletin Print Report; While corporate self-tender offers are hardly unusual, the same cannot be said for tender offers mounted by publicly traded partnerships, commonly known as MLPs. Such a tender...

Unsigned Notice Of Deficiency Is Valid: November 12, 2020 - Bulletin Print Report; In 2016, Petitioner had an individual retirement account, ("IRA"),with National Financial Services, LLC, ("NFS"), from which he received a distributio...

"QEZE" Claimant Failed To Increase Its Workforce: November 12, 2020 - Bulletin Print Report; The Empire Zones Program is an incentive program implemented by the New York State Legislature to encourage economic development in disadvantaged areas of the state. Petitioner...

An Item Is "Permanent" If Removal Would Cause "Functional" Damage: November 12, 2020 - Volume 14 Issue 219 Print Report; Petitioner, (P), owns an amusement park. P entered into a contract with CCI to design, engineer, and construct a roller coaster on its premises, known as the "Si...

Stock Owned By Trust Attributed To Present Beneficiaries: November 11, 2020 - Volume 14 Issue 218 Print Report; The Hs, a husband and wife, were the sole shareholders of A from the date it was incorporated until all ofits stock was transferred to the trustees of the trust...

Transfer Of "Excess" Assets To "QRP" Is Not A "Reversion": November 11, 2020 - Bulletin Print Report; Taxpayer, ("TP"), is a publicly traded corporation. TP sponsors two plans qualifiedunder Sec. 401(a), Plan X and Plan Y. Plan X is a defined benefit pension pla...

Sales Commission Not Excluded From "Total Revenue": November 11, 2020 - Bulletin Print Report; During the period at issue, Claimant, ("C"), provided audiovisual equipment and services to hotel customers. It contracted with the hotels to provide the equipment an...

Can "Boot" Gain Be Treated As A Dividend?: November 10, 2020 - Bulletin Print Report; BridgeBio Pharma, Inc., ("BB"), owns approximately 64 percent of the outstanding stock of Eidos Therapeutics, Inc., ("ET"). A definitive merger agreement wa...

"Specified Income Tax Payments" Not Subject To "SALT" Limitation: November 10, 2020 - Bulletin Print Report; Sec. 164(a) of the Internal Revenue Code generally allows a deduction for certain taxes for the taxable year within which paid or accrued, including: State and local, and forei...

Seller Of Wine Must Collect Sales Tax: November 10, 2020 - Volume 14 Issue 217 Print Report; Petitioner, (P), is incorporated under the laws of California. It is a retailer of bottled wine, which it sells through its website and on-line catalogs. P possesses...

Spin-Off Preceded By "Unifying" Brother/Sister Merger Passes Muster: November 10, 2020 - Bulletin Print Report; Shareholder One and Shareholder Two own all of the outstanding stock of Distributing in equal proportions. Distributing is a State A corporation and is the common parent of a g...

Dredging Company Not Engaged In The "Transportation Of Freight": November 9, 2020 - Bulletin Print Report; M owns a fleet of heavy marine construction and dredging equipment that includes 60 specialized vessels and over 50 barges. M claimed that some of its vessels were exempt from...

I.R.S. Waives Attribution Rules: November 9, 2020 - Bulletin Print Report; FP owns all of the stock of FH, and directly and indirectly through its wholly owned foreign entities owns all the stock of US Sub 1. FH owns all of the stock of F Sub 1. F Sub...

Late Filing Penalty Could Not Be Abated: November 9, 2020 - Bulletin Print Report; Though April 15th is a statutorily fixed yearly deadline, the I.R.S. provides taxpayers with a mechanism by which to obtain an extension of the deadline to file their tax retur...

Charitable Contribution Recast: November 9, 2020 - Volume 14 Issue 216 Print Report; A corporation, (CORP), furnishes free lodging....to train crews that are away from home overnight. Free lodging is furnished either in bunkhouses owned and operated b...

Foreign Corporation Does Not Have A Substantial Nexus In Tennessee: November 6, 2020 - Bulletin Print Report; TP is a foreign entity that is classified as a corporation for federal income tax purposes. TP is registeredto do business in Tennessee, ("TN"). TP's busine...

How Ballot Measures With Tax Implications Fared On Election Day: November 6, 2020 - Bulletin Print Report; It is frequently the case that voters, in addition to electing individuals to serve in Congress, state legislatures, and of course the White House, are routinelyasked to...

Indebtedness Not "Secured Debt": November 6, 2020 - Volume 14 Issue 215 Print Report; On October 31, 2001, petitioners purchased real property ("MRP") for $365,000. On January 1, 2003, petitioners signed a document described as a "mortga...

Pet Sitters Are Common Law Employees: November 5, 2020 - Bulletin Print Report; PS is a residential pet care operation offering services such as feeding, walking, entertainment, medication administration, and general household chores. PS advertises for pro...

Singer Changes His Domicile: November 5, 2020 - Volume 14 Issue 214 Print Report; TP was born and raised in Alabama. He graduated from Auburn University in 2006. He moved to Missouri in that year and began work as a professional singer. &...

Telenav, Inc. LBO Sets The Stage For A Sec. 338 Election: November 5, 2020 - Bulletin Print Report; We have written about how ownership changes experienced by loss corporations in the current environment of exceedingly low interest rates can wreak absolute havoc on the loss c...

Perrigo: Bruised But By No Means Beaten: November 4, 2020 - Bulletin Print Report; PerrigoCompany plc, ("PRGO"), received a Notice of Assessment from its friends at Irish Revenue in December 2018. The Notice assessed an Irish corporation...

Severing A Tenancy In Common Is Not A "Conveyance": November 4, 2020 - Volume 14 Issue 213 Print Report; Owners owned the property in Manhattan (the "Property"). On March 26, 2006, Owners and Developer executed a contract (the "Contract") and deeds wh...

Merger Price Not Indicative Of "Fair Market Value" Of Stock: November 4, 2020 - Bulletin Print Report; The value of unlisted stock is best determined by considering actual sales at arm's length in the normal course of business within a reasonable time before or after the val...

Prosus N.V. To Purchase Naspers Ltd.'s Stock: November 4, 2020 - Bulletin Print Report; The board of directors of Prosus N.V., with a view towards closing the massive disparity (approximately $60 billion according to Bloomberg ) between Prosus N.V....

Accounting For Asset Retirement Costs: November 3, 2020 - Volume 14 Issue 212 Print Report; The assets of X, a telephone company, include telephone polls A and B. X placed A in service in 1979 on land it owned. X placed B in service in 1982 on land owned by...

"MAGI" Includes Retirement Plan Distributions: November 3, 2020 - Bulletin Print Report; Petitioners, ("Ps"), filed a joint federal income taxreturn for 2014. Ps reported their adjusted gross income, ("AGI"), as $122,948. They deducted a l...

Ambiguity In Credit Statute Resolved Against The Taxpayer: November 3, 2020 - Bulletin Print Report; Duke Energy Corporation, ("D"), is a utility company providing electrical power to South Carolina citizens and, as such, is allowed to claim certain investment tax cr...

Sale Of Environmental Credits Not A Unique Event: November 2, 2020 - Bulletin Print Report; American Honda Motors Co., Inc., ("AH"), distributes a fleet of vehicles designed to conserve natural resources and reduce pollution. The EPA and the NHTSAdevel...

Sec. 1603 Grant Dispute Must Proceed To Trial: November 2, 2020 - Bulletin Print Report; The Facility is a PV power plant located in Nevada. The Facility is designed to produce electricity through solar energy. Plaintiff, ("P"), was owned by NextEra Energ...

Dividend Waiver Revisited: November 2, 2020 - Volume 14 Issue 211 Print Report; Under a plan of merger between X corporation, (X), and Y corporation, (Y), Mr. C, the majority shareholder of X, surrendered his stock and received in exchange Class...

MRVL And IPHI Will Combine Using A "Double Dummy" Format: November 2, 2020 - Bulletin Print Report; Marvell Technology Group, Ltd., ("MRVL"), a Bermuda exempted company, and Inphi Corporation, ("IPHI"), announced a definitive agreement under which MRVL&nbs...

Foreign LLC With California Employee "Doing Business" Therein: October 30, 2020 - Bulletin Print Report; Appellant is a foreign limited liability company, ("LLC"), that is not registered to do business in California with the Secretary of State. It is classified as a part...

Compulsive Gambler Adequately Substantiated Gambling Losses: October 30, 2020 - Bulletin Print Report; P is a compulsive gambler. P acknowledges that his gambling has adversely affected his financial circumstances and his family life. P has been receiving treatment for his gambl...

ELY Will Acquire The Rest Of Topgolf: October 30, 2020 - Bulletin Print Report; Callaway Golf Company, ("ELY"), and Topgolf International, Inc., ("TGO"), a privately held corporation in which ELY owns a 14.3 percent stake, announced tha...

Taxpayer Not Engaged In Business In New York: October 30, 2020 - Volume 14 Issue 210 Print Report; Petitioner, (P), is a domestic corporation whose only facility is located in Stamford, Connecticut. P has 12 employees, all of whom work out of the Stamford facility....

DHIL's Special Dividend Should Not Be "Extraordinary": October 29, 2020 - Bulletin Print Report; Diamond Hill Investment Group, Inc., ("DHIL"), has rewarded its shareholders with special dividends in past years. This year is no exception. The company announced th...

SPAC Forced To Surrender Its BVI Tax Status: October 29, 2020 - Bulletin Print Report; Alberton Acquisition Corporation, ("ALAC"), a British Virgin Island company, and a special purpose acquisition company, ("SPAC"). announced that it will be...

Location Of Family Confirms Change Of Domicile: October 29, 2020 - Bulletin Print Report; In 2007, F and his family moved to Oregon where he worked as a store manager at his employer's Eugene, Oregon location. On September 26, 2014, F was promoted to district ma...

Principal Method of Accounting Did Not Clearly Reflect Income: October 29, 2020 - Volume 14 Issue 209 Print Report; TP is primarily engaged in Business X, as was Subsidiary, (S). TP uses an accrual method as its overall method of accounting. S merged with and into TP in a transacti...

A Redemption Of "Straight" Preferred Should Always Be An "Exchange": October 28, 2020 - Bulletin Print Report; SLM Corporation, ("SLM"), is offering to purchase, for cash, up to two million shares of its Floating Rate Non-Cumulative Preferred Stock, Series B, (the "Securi...

The I.R.S. Will Rule On Dividend Waivers: October 28, 2020 - Volume 14 Issue 208 Print Report; In Rev. Rul. 56-431, 1956-2 C.B. 171, a majority shareholder of a corporation whose relatives owned an additional 25 percent of the stock attempted to waive his right...

Fees To Access Instructional Videos Not Subject To Sales Tax: October 28, 2020 - Bulletin Print Report; P is an online learning company that helps people learn new skills on various topics. Such skills include business, software, technology, and creative skills. Through subscript...

Is The Husky Energy Acquisition A Reorganization?: October 27, 2020 - Bulletin Print Report; Cenovus Energy, Inc., ("CVE"), and Husky Energy, Inc., ("HSE"), each a Canadian corporation, announced a transaction to create "a new integrated Canadi...

Water Slide Is a Permanent Improvement: October 27, 2020 - Volume 14 Issue 207 Print Report; Petitioner (P) owns a water amusement park on real property that it leases. In 2008, P entered into a contract with a manufacturer for the design of a water slide and...

A "Reckless" Violation Is A "Willful" One In The Civil Context: October 27, 2020 - Bulletin Print Report; The Bank Secrecy Act of 1970 requires that U.S. citizens who maintainforeign bank accounts report the accounts to the government on an annual basis by filing a Report of...

Jeopardy Does Not Have "Minimum Contacts" With Louisiana: October 26, 2020 - Bulletin Print Report; Jeopardy, ("J"), is a part of the television division of Sony Entertainment Group, which oversees game shows such as "Jeopardy!" J's principal place of...

The "SRP" Is Not Afforded Priority Status: October 26, 2020 - Bulletin Print Report; The Hs commenced a chapter 13 bankruptcy case on August 31, 2017. The I.R.S. filed a proof of claim for unpaid taxes. A portion of the claim relates to the amount the I.R.S. co...

New York Throws Down The Gauntlet On Working From Home: October 26, 2020 - Bulletin Print Report; New York State issued, or more accuratelyreiterated, its views on the manner in which residents and non-residents are taxed in light of the COVID-19 pandemic. It did so i...

Abandonment Loss Not A "Business" Loss: October 26, 2020 - Volume 14 Issue 206 Print Report; From prior to 1950 through 1975, Petitioner, (P), was a practicing physician and surgeon. In 1964, P purchased a parcel of land for the purpose of constructing a rent...

CVRs Are Not Voting Stock: October 23, 2020 - Bulletin Print Report; Continuing a trend that shows no signs of slowing down, another special purpose acquisition company, or "SPAC," Acamar Partners Acquisition Corporation, ("Acamar...

Surviving Spouse Of Disabled Vet Not Entitled To Property Tax Exemption: October 23, 2020 - Bulletin Print Report; On July 29, 2019, Plaintiff, ("P"), filed a fully executed "Claim for Property Tax Exemption." As part of her application, she included proof of her marriag...

Royalty Income Is Not Business Income: October 23, 2020 - Volume 14 Issue 205 Print Report; A taxpayer is engaged in the business of farming. He also owns a royalty interest in one producing oil and gas lease. In the taxable year at issue, the taxpa...

Sale Of Advertising Services Subject To "Gross Receipts" Tax: October 23, 2020 - Bulletin Print Report; The business seeking a ruling owns "dividers" employed at grocery stores to separate customer orders on the conveyor belt in the checkout line. The business sells adv...

Pioneer Will Score A Basis Step-Up In A Tax-Free Reorganization: October 22, 2020 - Bulletin Print Report; Pioneer Natural Resources Co., ("PNR"), and Parsley Energy, Inc., ("PAR"), announced that they have entered into a definitive agreement in connection with w...

The Willens Deal Survey October 2020: October 22, 2020 - The Deal Survey: October 2020 Print Report; Welcome to our summary of deals for October 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Finder's Fee Is Not Business Income: October 22, 2020 - Volume 14 Issue 204 Print Report; In 1972 and 1973, Petitioner, (P), was in the business of raising horses. In 1967, H was the chairman of W. That year, P heard H tell people that he might be interest...

Potential Tax Costs Of Debt Forgiveness Not Grounds For Discharge: October 22, 2020 - Bulletin Print Report; In 2002, D enrolled at TMC Law School. She was academically dismissed therefrom and never returned to law school. D paid for law school by taking out "Stafford Loans,"...

Taxpayers Denied "Safe Harbor" Theft Loss Deductions: October 22, 2020 - Bulletin Print Report; MG and WG are brothers who worked together in the mortgage business. On March 1, 1999, the brothers formed P, a federally chartered stock institution. The brothers owned P thro...

CIT's Net Operating Loss Will Be Of Little Use To FCNCA: October 21, 2020 - Bulletin Print Report; First Citizens BancShares, Inc., (FCNCA), and CIT Group, Inc., (CIT), recently announced that they have entered into a definitive agreement "under which the companies will...

"REAP" Credits Available To Successor Entity: October 21, 2020 - Bulletin Print Report; TP is an Illinois limited liability partnership that is registered as a foreign limited liability partnership with the New York Secretary of State's office. TP is currently...

Income Derived From Sale Of Paintings Is Not "IRD": October 21, 2020 - Volume 14 Issue 203 Print Report; B died on "X." B, during his lifetime, was a professional artist. At the time of B's death, B owned a number of paintings that B had created. These pain...

How Can News Corporation Spin-Off Its Digital R.E. Segment?: October 20, 2020 - Bulletin Print Report; News Corporation, ("NC"),is engaged in several trades or businesses, one of which is referred to as its "Digital Real Estate Services" segment, (the &...

Characterizing An "FBAR" Penalty: October 20, 2020 - Bulletin Print Report; Plaintiff brings this action against CW in her capacity as Fiduciary of the Estate of LZ and against AW and DG who inherited LZ's beneficial interests in a foreign trust an...

Contributions To "Victim's Fund" Are Deductible In Year Made: October 20, 2020 - Volume 14 Issue 202 Print Report; C is a life insurance company that sells life insuranceand annuity products. I is a life insurance company domiciled in State X and, since Year 1, has been unde...

Non-Business Income Allocated To State Of Commercial Domicile: October 20, 2020 - Bulletin Print Report; In 2003, the FCC auctioned licenses granting the right to broadcast in the 700 MHz frequency of the electromagnetic spectrum in specific geographic areas. VNT purchased two FCC...

A Voluntary Sale Can Be An "Involuntary Conversion": October 19, 2020 - Bulletin Print Report; TP provides wire line and wireless services to consumers. On Date B, Year 1, TP acquired all of the stock of Sub 1. Sub 1 owned Sub 2. Sub 2 owned L1, a single member limited l...

Chance Dominates The Outcome Of A "DFS" Transaction: October 19, 2020 - Bulletin Print Report; Daily fantasy sports, ("DFS"), are a type of fantasy sports game. A traditional fantasy sports league is comprised of participants that select players from profession...

Qualified Foreign Corporation: October 19, 2020 - Volume 14 Issue 201 Print Report; HC is a corporation organized under the laws of Cyprus. TP, a U.S. resident, owns a portion of the outstanding shares of HC. The remaining shares are owned by persons...

Contractor Exempt From Sales Tax On Glue Purchases: October 16, 2020 - Bulletin Print Report; Petitioner is a construction company that is about to obtaina contract to install ceramic tile at a terminal in John F. Kennedy International Airport, ("JFK")....

Accrued Production Costs Were Not "Incurred": October 16, 2020 - Bulletin Print Report; T and L are each taxed as partnerships. The partnerships provide bulk-packaged tomato products to food processors and customer-branded finished products to the food service and...

Income In Respect of a Decedent: October 16, 2020 - Volume 14 Issue 200 Print Report; Decedent (D) sold common stock in 1977, and received the agreed upon payment before her death in 1978. D's estate was closed in 1979....

Missouri Is A "Strict Title State": October 15, 2020 - Bulletin Print Report; 1. The Ss, MAS and MS, are married and have been married at all relevant times. 2. The Ss file their taxes jointly and share equally in the burden of paying for their taxable p...

Lease Agreement Creates A Usufruct: October 15, 2020 - Bulletin Print Report; On August 23, 2006, J entered a 50-year lease agreement with the Commission which allowed for the construction and operation of a hotel on land owned by the Commission. The Boa...

Qualified Lending and Finance Business: October 15, 2020 - Volume 14 Issue 199 Print Report; Decedent (D) died on Date 1. At the time of his death, he owned shares of C1, a closely-held corporation organized in State 1 that had approximately "#1" fu...

Foreign Distributor Earnings Is From Performance of Personal Services: October 14, 2020 - Volume 14 Issue 198 Print Report; TP produces and sells products to U.S. and foreign distributors. A distributor's income is dependent on several criteria, including the amount of products the dis...

Option Does Not Create Equitable Ownership: October 14, 2020 - Bulletin Print Report; On September 1, 2016, SW entered into an Option Agreement with J that granted SW "the exclusive right and option...to acquire" certain real property...in exchange for...

Willful Violation Attracts Maximum "FBAR" Penalty: October 14, 2020 - Bulletin Print Report; In 1993, D began selling Swiss annuities. In 1998, D became concerned with asset protection when he was sued by an individual in the United States. To protect his substantial a...

Billboards May Be Considered In Valuing Real Property: October 13, 2020 - Bulletin Print Report; Taxpayers, ("TPs"), allowed the placement on their land of outdoor advertising signs and the signs' supporting structures, (the "billboards"). The Schoo...

Foreign Corporations Can Engage In An 'A' Reorganization: October 13, 2020 - Bulletin Print Report; HUYA, Inc., ("H"), and DouYu International Holdings Limited, ("DY"), announced that they have entered into an Agreement and Plan of Merger,

Indemnity Agreement Did Not Deprive Aggrieved Plaintiff Of "Standing": October 13, 2020 - Bulletin Print Report; Sec. 1603 of the American Recovery and Reinvestment Act of 2009, (the "Recovery Act"), allows the Treasury to provide "Grants for Specified Energy Property In Li...

Tort Liabilities Deductible Only When Paid: October 13, 2020 - Volume 14 Issue 197 Print Report; TP has engaged in the oil and gas business and used the accrual method of accounting to report his income from such business....

Alliance Bernstein and Cedar Fair Enjoy A Unique Tax Status: October 12, 2020 - Bulletin Print Report; Partnerships are "pass-through" entities, meaning that they are not taxed, at the entity level, on their taxable income. Instead, such taxable income is "passed-...

Presence Of Office Did Not Preclude Residential "RPTT" Rate: October 12, 2020 - Bulletin Print Report; The taxpayer, ("TP"), is a limited liability company and the owner of record of the Property by deed dated XXX. X is the sole member of TP having originally purchased...

Alternative Apportionment Method Allowed By Illinois: October 12, 2020 - Volume 14 Issue 196 Print Report; C was in the business of manufacturing and renting industrial equipment as well as stamping automotive equipment. C owned three manufacturing plants in State 1 and on...

The Indiana "URT" Is Not A "Franchise" Tax: October 12, 2020 - Bulletin Print Report; During the relevant tax period, BS operated in Massachusetts, ("M"), and was subject to the M corporate excise tax. Through two of its affiliates, it also operated in...

Livongo Has No Earnings and Profits: October 9, 2020 - Bulletin Print Report; The Livongo Health, Inc. sa...

MS And EV Will Undertake A "Forward" Merger: October 9, 2020 - Bulletin Print Report; Morgan Stanley, ("MS"), and Eaton Vance Corporation, ("EV"), have entered into a definitive agreement under which "MS will acquire EV for an equity val...

Fines Found Deductible Under Sec. 162(a): October 9, 2020 - Volume 14 Issue 195 Print Report; In 1984, Petitioner, (P), was a member of the Chicago Mercantile Exchange (CME). P conducted two separate trades or businesses as a member of the CME, acting as a &qu...

ArcelorMittal SA Will Repurchase Notes: October 9, 2020 - Bulletin Print Report; ArcelorMittal SA, ("AMS"), recently announced the launch of its tender offer, (the "Offer"), to purchase, for cash, "any and all" of its outstandi...

SPAC Deal Features Unusual "Earn-Out" Mechanism: October 9, 2020 - Bulletin Print Report; Momentus, Inc.,("MI"), a privately held entity, announced that it has signed a definitive merger agreement with Stable Road Acquisition Corporation, ("SRAC...

Sale of Stock Preceded Change of Domicile: October 8, 2020 - Volume 14 Issue 194 Print Report; In 2004, Petitioner, (P), filed a New York part-year resident income tax return identifying herself as a resident of New York from January 1, 2004 to March 31, 2004....

Grantor Trust And Grantor Are Separate "Persons": October 8, 2020 - Bulletin Print Report; 1. On January 2, 2004, the Cs purchased a 2004 Chevrolet, ("Chevy"). 2. On February 17, 2013, the Cs established, by written agreement, a joint revocable trust, (the...

"SPAC" Will "Domesticate" Prior To Acquisition: October 8, 2020 - Bulletin Print Report; Clover Health Investments Corporation, ("CHI"), is justthe latest in a long line of private companies"going public" via the SPAC "reverse m...

Conducting Business Through A Partnership: October 7, 2020 - Volume 14 Issue 193 Print Report; LLC is classified as a partnership for tax purposes. For more than five years, LLC has owned several commercial office buildings that are leased to unrelated third pa...

Lease Termination Payments Not Subject To Commercial Rent Tax: October 7, 2020 - Bulletin Print Report; On December 19, 2019, TP and their landlord entered into a lease termination agreement for the premises, through a Third Lease Amendment, (the "agreement"). Under the...

Transfer Of A "USRPI" Secures Non-Recognition Treatment: October 7, 2020 - Bulletin Print Report; FPS is a Country X limited partnership that directly engages in Business A in Country X; and owns and manages a group of foreign and domestic affiliates that engage in Business...

Latest SPAC Deal Features Eclectic Mix Of Merger Consideration: October 6, 2020 - Bulletin Print Report; Hims, Inc., ("H"), will be "going public" by means of a business combination with Oaktree Acquisition Corporation, ("OAC"), a special purpose acqu...

When Is A Trade Or Business "Actively Conducted": October 6, 2020 - Volume 14 Issue 192 Print Report; For many years, D has been engaged in Business A, serving both large and smaller clients. D has outstanding solely common stock, all of which is held by A, B, and C o...

Renunciation Of Homestead Credit Clinches Change Of Domicile: October 6, 2020 - Bulletin Print Report; Taxpayers, ("TPs"), are married individuals who own homes in each ofFlorida and Indiana. TPsfiled a joint 2019 IT-40PNR ("Non-Resident") Indiana...

Short-Term Rental Activity Found To Be Passive: October 5, 2020 - Bulletin Print Report; During the years in issue, 2014 and 2015, L owned a short-term rental property, ("SRp"), that is several hours from petitioners, ("Ps") home. L rented...

Identifying The "Servicer" Responsible For Making A Tax Payment: October 5, 2020 - Bulletin Print Report; In April 2005, H bought a single-family residential property in Alexandria, Virginia, with a mortgage from NYCB. Later, as a result of a decline in mortgage rates, H refinanced...

Sale Of Partnership Interest Not Subject To NYC "UBT": October 5, 2020 - Bulletin Print Report; In 2015, D entered into negotiations with T for the construction and subsequent leasing of a commercial facility. D formed I in May 2016 and I purchased the land on which the f...

A Bike Sharing Program Is Not A "QTF": October 5, 2020 - Volume 14 Issue 191 Print Report; Under Sec. 132(a)(5), employers that provide their employees with transportation benefits can exclude those benefits from their employees' gross incomes i...

Deferred Bonus Not A "Retirement Plan Or Arrangement": October 2, 2020 - Bulletin Print Report; B employed A as a sales representative for approximately 33 years. A and his employer entered into an Employment Agreement on January 1, 2013, ("Original Agreement")....

Sec. 721 Or Sec. 741?: October 2, 2020 - Volume 14 Issue 190 Print Report; A, an individual, owns four units of P1, a limited partnership that provides janitorial services. In order to become a partner in a real estate limited partnership, A...

Receipts From Sale Of Contracts Not Subject To Ohio's "CAT": October 2, 2020 - Bulletin Print Report; ADT provides security services to residential and commercial property owners throughout the country. ADT enters into alarm-services contracts with its customers and provides re...

Underpayment Interest Properly Assessed: October 1, 2020 - Bulletin Print Report; On April 13, 2020, the court issued an order granting the first Motion for Summary Judgment by the United States finding that the $26,252,741.22 disputed amount, (the "Dis...

"Used Primarily For Manufacturing Activities": October 1, 2020 - Bulletin Print Report; Petitioner, ("P"), is the owner of property, (the "site" or "property"). P is a "business incubator" under the START-UP NY program autho...

Federal Excise Tax Not Subject To Pennsylvania Sales Tax: October 1, 2020 - Volume 14 Issue 189 Print Report; Pursuant to Sec. 4051 of the Internal Revenue Code, a Federal excise tax isimposed on the retail sale of automotive truck chassis' and automotive truck bodi...

Observations on LVGO's Pre-Merger Dividend: September 30, 2020 - Bulletin Print Report; While one can never be sure about earnings and profits, or the lack thereof, the retained earnings deficit at LVGO certainly is persuasive(albeit not conclusive)evid...

Distributing A Note In Partial Liquidation: September 30, 2020 - Volume 14 Issue 188 Print Report; C is a domestic corporation engaged in ongoing business activities. As of May 31, 1984, C had issued and outstanding "p" shares of common stock which were h...

WPX Energy Will Undergo An Ownership Change: September 30, 2020 - Bulletin Print Report; Devon Energy, ("DVN"), and WPX Energy, ("WPX"), announced that they have entered into an agreement to combine in an "all-stock merger of equals" t...

Trustee-To-Trustee Transfer Is Not A "Distribution": September 30, 2020 - Bulletin Print Report; Decedent maintained two IRAs, IRA X and IRA Y. Decedent died on Date N, after his required beginning date, as defined in Sec. 401(a)(9). Decedent was unmarried at the time of h...

Berkshire Hathaway's Role In SSP's Transformational Acquisition: September 30, 2020 - Bulletin Print Report; The E.W. Scripps Company, ("SSP"), will be purchasing the stock of ION Media Networks, Inc., ("IMN") for a total of $2.65 billion. The market has endorsed t...

SBE To Acquire Electric Vehicle Charging Network: September 29, 2020 - Bulletin Print Report; The latest "SPAC" acquisition is very much "of the moment" since the private company that will be going public through the combination with the SPAC operate...

Financing Agreements Are Not "Other Securities": September 29, 2020 - Volume 14 Issue 187 Print Report; Petitioner, (P), is a New York corporation that manufactures and sells office equipment and supplies and provides related services. It sells its goods and services ou...

Cable TV Provider Not Entitled To A "COGS" Deduction: September 29, 2020 - Bulletin Print Report; Petitioner, ("P"), offers broadband communications services for Texas residential and business customers. P's services include internet access and telecommunicati...

Texas Premium Tax Is Not Unconstitutional: September 29, 2020 - Bulletin Print Report; APP brokered insurance policies with various Texas warehouses to insure bales of cotton temporarily stored at their facilities. APP received premiums from the Texas warehouses...

Tax Reform Bonus Payment Ruled A Gift: September 25, 2020 - Bulletin Print Report; Plaintiffs, who are all former employees of Lowe's Home Centers, LLC, ("L"), assert that L violated the Fair Labor Standards Act, ("FLSA"). Plaintiffs&#...

The Willens Deal Survey September 2020: September 25, 2020 - The Deal Survey: September 2020 Print Report; Welcome to our summary of deals for September 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Withholding On Parent Stock Transferred To Subsidiary's Employees: September 25, 2020 - Volume 14 Issue 186 Print Report; Rev. Rul. 80-76, 1980-1 C.B. 15, holds that when a corporation's majority shareholder transfers stock in that corporation to an employee of such corporation's...

Record-Breaking SPAC Deal Structured As A JV: September 25, 2020 - Bulletin Print Report; United Wholesale Mortgage, a closely-held entity,and Gores Holdings IV, Inc., ("GHI"), a publicly traded and widely heldspecial purpose acquisition compan...

Liquidating Trust Maintains Its Status: September 24, 2020 - Volume 14 Issue 185 Print Report; D filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Title 11 of the United States Code)on Date 1. The Bankruptcy Court confirmed the plan on D...

Merger Results In Loss Of Tennessee NOLs: September 24, 2020 - Bulletin Print Report; The TP companies are affiliates with common ownership. The TP companies have elected Subchapter S status for federal income tax purposes. Some of the companies have substantial...

"UFI" Payments Are Currently Deductible: September 23, 2020 - Volume 14 Issue 184 Print Report; S provides electric service to a diverse group of retail, commercial, industrial, and public sector customers in the city and suburbs of City. S is subject to the reg...

Cooking Lessons Not Subject To New York Sales Tax: September 23, 2020 - Bulletin Print Report; Petitioner intends to teach private cooking and baking lessons in peoples' homes. Petitioner will offer her customers one of three services: One such service includes Petit...

I.R.S. Waives "PPP" Reporting Requirements: September 23, 2020 - Bulletin Print Report; Section 1102 of the "CARES" Act, Pub. L. No. 116-36, established the so-called "Paycheck Protection Program," ("PPP"). The PP...

Non-Profit Corporations Do Not Have Shareholders: September 23, 2020 - Bulletin Print Report; W was organized on May 8, 2012 as a non-stock, non-profit corporation under the Kentucky Non-Profit Corporation Act, ("Act"). The articles of incorporation state: &qu...

Liberty Latin America Ltd. Distributes "Bargain Rights": September 22, 2020 - Bulletin Print Report; Liberty Latin America Ltd., ("LLA"), is an international provider of telecommunications services. LLA recently distributed subscription rights to the holders of its C...

Refurbishment Resulted In New Or Different Tractor: September 22, 2020 - Bulletin Print Report; SNL is wholly owned by SNI. SNI, through its subsidiaries, (collectively, "S"), has operated a truck load freight transport business since 1935. S uses truck tractors...

Converting Under a "Formless" Conversion Statute: September 22, 2020 - Volume 14 Issue 183 Print Report; On January 1, 2003, A is organized in State as an unincorporated entity that is classified as a partnership for federal tax purposes. &nbs...

An Amended Return Is Not An Original Return: September 21, 2020 - Bulletin Print Report; On October 3, 2016, Plaintiffs mailed their 2015 Oregon tax return to Defendant, and Defendant processed Plaintiffs' return on October 6, 2016. Plaintiffs did not select th...

Rent Received From A TRS Can Be Qualifying Income: September 21, 2020 - Bulletin Print Report; TP is a real estate investment trust, ("REIT"). TP invests primarily in real estate serving the health care industry. TP owns a portfolio of Facilities. Each Facility...

Does The Pandemic Permit A N.Y. Non-Resident To Apportion Wages?: September 21, 2020 - Bulletin Print Report; Tax Law Sec. 601(e) imposes a personal income tax on a New York non-resident individual's taxable income that is "derived from New York sources." The tax is equal...

Equitable Owner of Property Can Deduct Mortgage Interest: September 21, 2020 - Volume 14 Issue 182 Print Report; In 2003, Mr. M and Ms. Z transferred legal and equitable title to the ED property, for a five year period, to EHC, as trustee for the ED Trust, (EDT). According to th...

Eighth Amendment Does Not Apply To "FBAR" Penalties: September 18, 2020 - Bulletin Print Report; Defendant, ("D"), has been a citizen of the United Statessince 1988. D resided here during the 2007 calendar year. In 1999, D signed paperwork to open the "...

Dividends On REIT Stock Is "Good" REIT Income: September 18, 2020 - Volume 14 Issue 181 Print Report; TP, a State A corporation, is a publicly traded REIT. TP owns a diverse portfolio of Properties in Country A. TP's Country A operations are conducted through vari...

Property "Used In Manufacturing" Is Not Exempt From "PP" Tax: September 18, 2020 - Bulletin Print Report; MG is a company specializing in the procurement, aging, and distribution of cheese...with a full line of cheese and cheese-related products. MG was a "manufacturer" a...

Income From Storing Natural Gas Is Qualifying MLP Income: September 17, 2020 - Volume 14 Issue 180 Print Report; X is the common parent of a consolidated group. PRS is a limited partnership. PRS' general partner is Y, a member of X's consolidated group. &...

The Opioid Stewardship Payment Is A Tax: September 17, 2020 - Bulletin Print Report; New York appeals from judgments of the District Court invalidating the State's Opioid Stewardship Act, ("OSA"). Part of the OSArequires opioid manufacturers...

AIV Is Planning A "Reverse" (Taxable) Spin-Off: September 16, 2020 - Bulletin Print Report; Apartment Investment and Management Company, ("AIV"), has announced a plan to separate its business into two separate and distinct publicly traded companies, Apartmen...

Provider of Fractionation Fluids Has Qualifying MLP Income: September 16, 2020 - Volume 14 Issue 179 Print Report; X is a limited partnership. X intends to consummate an initial public offering (IPO). X expects to be treated as a publicly traded partnership (PTP or MLP). X provide...

Tax Benefits Permitted For "Non-Traditional" Medical Care: September 16, 2020 - Bulletin Print Report; Petitioner, ("P"), claimed $14,722 in medical expenses on his application for property tax reduction benefits. P explained that the amount represented the costs of &q...

IPOB Lands An Attractive Target: September 16, 2020 - Bulletin Print Report; In just the latest of what has become almost a daily occurrence, Opendoor Labs, Inc., ("OLI"), a privately-held corporation, has entered into a definitive business co...

Parking Revenue Constitutes Rents From Real Property: September 15, 2020 - Volume 14 Issue 178 Print Report; TP is a REIT. It operates its business through OP. OP is a State B limited partnership. TP, OP, and lower-tier entities wholly owned by OP, collectively, are referred...

Taxpayer Outside Of California For A "Temporary Or Transitory Purpose": September 15, 2020 - Bulletin Print Report; In February 2013, H moved from California, ("C"),to Malaysia, ("M"), for the purpose of employment for S. The contract stated that the duration of emp...

Passive Investor Found To Be Doing Business In California: September 15, 2020 - Bulletin Print Report; APP is a limited liability company, (LLC), that is classified as a partnership for both federal and California income tax purposes. It is a "foreign" LLC formed in De...

Global Indemnity Ltd. Is Re-Domiciling: September 14, 2020 - Bulletin Print Report; Global Indemnity Ltd., ("GI Cayman), will be re-incorporating in the United States. It cites the 2017 tax law, (the "TCJA"), as a motivating factor in its decisi...

Yoga Classes Exempt From Sales Tax: September 14, 2020 - Bulletin Print Report; YS is a yoga instruction and fitness franchisor. YM is a YS franchisee. YM's customers will be charged a fee to participate in yoga classes. YM intends to offer classes tha...

Foreign Limited Partner Subject To New Jersey CBT: September 14, 2020 - Bulletin Print Report; Throughout the audit years, Pulte Group Inc.,("P"),was the "apex parent" at the top of the corporate hierarchy that owned approximately 200 subs...

"Loan Funding" Fees Do Not Constitute Interest: September 14, 2020 - Volume 14 Issue 177 Print Report; A real estate investment trust (REIT) invests in construction loans. Under an agreement between the trust and a borrower, the trust agreed to advance funds to the bor...

Fiat/Peugeot Merger Is Intended To Qualify As A Reorganization: September 11, 2020 - Bulletin Print Report; Late last year, Fiat Chrysler Automobiles N.V., ("FCA"), and Peugeot S.A., ("PSA"), entered into a "combination agreement" providing for the combi...

Notice Of Deficiency Issued After Expiration Of Limitations Period: September 11, 2020 - Bulletin Print Report; Petitioner, ("P"), e-filed the 2013 Form 1040 on October 15, 2014, (the "10/15 submission"). P e-signed Form 8879 to authorize BTL to file a return on his b...

CDs Are "Cash and Cash Items": September 11, 2020 - Volume 14 Issue 176 Print Report; Sec. 851 and Sec. 856 prescribe certain requirements that an entity must meet to qualify as a regulated investment company (RIC) or as a real estate investment trust...

Taxpayer Not A "Qualified Individual": September 10, 2020 - Bulletin Print Report; The appellants say that JH's work in Afghanistan, ("A"), in 2011-2012 qualified them for a foreign income tax exclusion under Sec. 911 of the Internal Revenue Cod...

Guaranteed Payments For Capital Not Part of a Sale: September 10, 2020 - Volume 14 Issue 175 Print Report; PRS is a limited partnership. PRS owns and operates the Property, which has a fair market value of approximately "a" and is subject to mortgage debt of &quo...

"Soft Drinks" Are Subject To Sales Tax: September 10, 2020 - Bulletin Print Report; Petitioner is a wholesale manufacturer of orgeat almond syrup, (the "product"). Petitioner sells the product online, as well as in grocery stores. The orgeat almond s...

Substantial Compliance With "Qualified Appraisal" Requirement Sufficient: September 10, 2020 - Bulletin Print Report; On December 9, 1999, E acquired 197 acres of real property in Westford, Massachusetts for $470,000. The property was purchased through GHE LLC and is referred to as the "G...

Certain Sales Of Beer Exempt From "ABT": September 9, 2020 - Bulletin Print Report; Petitioner is a New York State manufacturer of beer with a manufacturing facility situated in New York City. Petitioner also sub-contracts some of its manufacturing to faciliti...

LUB Is Completely Liquidating: September 9, 2020 - Bulletin Print Report; Luby's, Inc., ("LUB"), announced that its board of directors, (the "Board"), "adopted and approved a plan of liquidation and dissolution, (the &quo...

Variable Interest Found To Be Qualifying REIT Income: September 9, 2020 - Volume 14 Issue 174 Print Report; In order to restructure J's debt, J proposes to form a trust, (X). X will offer its shares to investors, and with the proceeds of the sale of X's shares J wil...

Absence Of Revenue Does Not Preclude Finding Of "ATB": September 9, 2020 - Bulletin Print Report; Parent, ("P"), is a publicly-traded State A corporation. P wholly-owns each of Sub 1, ACQ, and D2. D2 owns LLC1, a disregarded entity. LLC1 owns all of the stock of D...

Sec. 465 Is A Method Of Accounting: September 8, 2020 - Bulletin Print Report; For tax years 2009 and 2010, S was a member of several entities which were taxed as partnerships. One such entity was SSY. For tax year 2009, S received income from other partn...

Cleaning Equipment Not "Used Directly" In The Production Process: September 8, 2020 - Bulletin Print Report; S is a U.S. subsidiary of SI, a Canadian dairy company. S operates facilities at various locations in Wisconsin. S manufactures cheese. The only type of personal property at is...

Internet Access Provider "Offered" Screening Software: September 8, 2020 - Bulletin Print Report; In 1998, Congress enacted the Internet Tax Freedom Act, ("ITFA"), which prohibited State and local governments from imposing any taxes on Internet access. Congress ma...

Contribution to Capital vs. Exchange: September 8, 2020 - Volume 14 Issue 173 Print Report; Corporation C, (C), directly owns all of the stock of Corporation B, (B). The latter owns all of the stock of Corporation A, (A), which owns all of the stock of Corpo...

Livongo/Teledoc Proxy Materials Address Special Dividend: September 4, 2020 - Bulletin Print Report; Teledoc Health, Inc. ("T"), and Livongo Health, Inc. ("L"), have entered into a definitive agreement pursuant to which T will acquire all of the stock of L....

Post-Contribution Redemption Not Attributed To Donor: September 4, 2020 - Bulletin Print Report; PH was the C.F.O. and a shareholder of GCI, a privately held corporation. The GCI board of directors, (the "Board"), authorized shareholders to donate GCI shares to F...

Accountant's Settlement Payment Not Excluded From Gross Income: September 4, 2020 - Bulletin Print Report; Grant Thornton, ("GT"), recommended that M structure his consulting business as an 'S' corporation. GT also recommended that the 'S' corporation be wh...

Step Transaction Doctrine Produces a Reorganization: September 4, 2020 - Volume 14 Issue 172 Print Report; TP, an individual, and I, also an individual, each own 50 percent of the stock of T. TP arranged for Investors (Is) to form a corporation, ACQ, on TP's behalf, fo...

Skillz Will "Go Public" Via "SPAC" Merger: September 3, 2020 - Bulletin Print Report; Skillz, Inc., ("S"), a leading, closely-held, mobile games platform, and Flying Eagle Acquisition Corporation, ("FEAC"), a publicly traded special purpose a...

Prearranged Series Of Transactions Lacked Economic Substance: September 3, 2020 - Bulletin Print Report; Petitioners, ("Ps"), organized D LLC, TSC, an 'S' corporation, ILP, and DT. Ps each owned 50 percent of TSC. Each P held a one percent general partnership int...

Manufactured Homes Constitute "Real Estate Assets": September 3, 2020 - Volume 14 Issue 171 Print Report; Company, (C), is in the business of purchasing, pooling, selling, and servicing conditional sales contracts for manufactured housing. C also originates manufactured h...

Processing Natural Resources Gives Rise To Qualifying MLP Income: September 2, 2020 - Volume 14 Issue 170 Print Report; X corporation, (X), intends to form a publicly traded partnership (PTP or MLP) within the meaning of Sec. 7704(b) of the Internal Revenue Code....

A Right Of First Refusal Is Not An Option: September 2, 2020 - Bulletin Print Report; PS is a limited partnership organized under New York law to develop the Apartment Complex, ("AC"). Defendants SHF and SLP are Limited Partner and Special Limited Part...

I.R.S. Overlooks Failure To File Form 1122: September 2, 2020 - Bulletin Print Report; P owned Sub 1; Sub 1 owned Sub 2; and Sub 2 owned Sub 3. Sub 3 operates Business A. In Year, the following series of transactions occurred: (i) On Date 3, P was formed on behal...

Ligand Using "CVRs" To Compensate Pfenex Shareholders: September 1, 2020 - Bulletin Print Report; Ligand Pharmaceuticals, Inc., ("LPI"), recently unveiled the details of its agreement to acquire all of the outstandingstock of Pfenex, Inc., ("PFI"),...

Classifying Mixed-Use Property: September 1, 2020 - Volume 14 Issue 169 Print Report; In Date 1, TP purchased Property located at "D" for "$E", and placed the property in service during the taxable year ending Date 2. &nbs...

Convertible Virtual Currency Received For "Micro-tasks" Is Gross Income: September 1, 2020 - Bulletin Print Report; A variety of digital platforms now enable individuals or entities to "crowd source" jobs by using the Internet to outsource assignments to an undefined and often larg...

Cincinnati's Definition Of "Affiliated Group" Is Rejected: September 1, 2020 - Bulletin Print Report; Time Warner Cable, Inc., ("TWC"), amended its 2013 Cincinnati, ("C") income tax return in 2015. The Department of Finance, (the "Department"),&nbs...

Residential Property Not Converted To Business Use: August 31, 2020 - Bulletin Print Report; On July 20, 2005, Appellants, ("APPs"), purchased a residential property in Pleasanton, California, (the "property"), for $2,295,000. On May 17, 2012, APPs...

Minor Children Are Neither Qualifying Children Or Relatives Of Taxpayer: August 31, 2020 - Bulletin Print Report; DB is the mother of ADB and JNB. MB is not the biological or adoptive father of those children. In 2016, ADB was age seven and JNB was age 11. The children did not reside with...

Telecommunication Infrastructure Assets Are Real Property: August 31, 2020 - Bulletin Print Report; TP is a REIT. TP constructs and/or acquires telecommunication infrastructure assets, (the "Systems"), and then leases, licenses and/or otherwise grants the use of the...

Liquidating Sales Are Not "Prohibited Transactions": August 31, 2020 - Volume 14 Issue 168 Print Report; TP is a REIT. TP primarily owns and leases residential real estate to third parties. LP, a State B limited partnership, owns a "Y%" interest in TP. <...

Replacement Property Not Timely Identified: August 28, 2020 - Bulletin Print Report; On April 30, 2012, Appellant, ("APP"), entered into a deferred exchange agreement with ANIto facilitate a like-kind exchange of APP's property, (the "r...

Counsel Casts Doubt On Reorganization Status of Noble/Chevron Merger: August 28, 2020 - Bulletin Print Report; Chevron Corporation, ("C"), and Noble Energy, Inc., ("N"), have entered into a definitive agreement pursuant to which C will acquire all of the outstanding...

CFC Qualifies For "Manufacturing" Exception: August 28, 2020 - Volume 14 Issue 167 Print Report; TP is a leading global provider of General Products. TP owns FC, an entity formed under the laws of Country. FC owns Disregarded Entity 1 (DE1). DE1 owns DE2. FC, DE1...

Transfer Of Title To Disregarded Entity Exempt From "RETT": August 27, 2020 - Bulletin Print Report; Petitioner proposes to transfer three parcels of real estate owned by petitioner personally to N LLC, a New Hampshire single member LLC, which is owned by H LLC, which is in tu...

Determining The True Value Of Comcast's Capital In Mississippi: August 27, 2020 - Bulletin Print Report; Comcast, ("C"), provides cable-network and related services in Mississippi, ("MS"), C holdsinvestments in more than 50 subsidiaries that, like C, are...

The Time Limit For Filing A Petition Is Jurisdictional: August 27, 2020 - Bulletin Print Report; Respondent, ("R"), mailed a notice of deficiency by certified mail to Petitioner, ("P"), on May 21, 2019. The notice was sent to both P's last know addr...

Decline In Value Does Not Give Rise To a Deductible Loss: August 27, 2020 - Volume 14 Issue 166 Print Report; From August, 1969 until November, 1973, petitioner (P) served as asenior vice-president and a director of GDC, a publicly held corporation. &nbs...

Construction Site Safety Services Are Subject To Sales Tax: August 26, 2020 - Bulletin Print Report; Petitioner is a company that is engaged by contractors to provide site safety managers, fire safety managers, and "emergency action watchmen" for work on construction...

Accounts Receivable Not Property Held For Investment: August 26, 2020 - Volume 14 Issue 165 Print Report; XY is a partnership. Prior to the formation of XY, the business was run through X, an 'S' corporation, and Y, a partnership. A, B, C, D, and E were the shareh...

"TOD" Status Is Not Ownership: August 26, 2020 - Bulletin Print Report; On October 24, 2011, SB purchased a 2007 Chevrolet, ("Chevy"). SB titled the Chevy as SB "TOD" (i.e., "transfer on death") TB. On January 5, 2016,...

Liberty Broadband To "Monetize" Part Of Charter Stake: August 25, 2020 - Bulletin Print Report; Recently, Liberty Broadband Corporation, ("LBB"), announced a transaction in connection with which it willacquire, in a "downstream merger," the asset...

The BPOL Is A Tax On Internet Access: August 25, 2020 - Bulletin Print Report; This is an appeal from a ruling by the Tax Commissioner. C initially sought a determination from the City, challenging a portion of the City's BPOLassessment on the b...

TRS Effects "Internal" Spin-Off: August 25, 2020 - Volume 14 Issue 164 Print Report; P is a real estate investment trust (REIT). P's stock is bothpublicly-traded and widely held. P owns all of the membership interests in LLC1, a disregarded...

Spouses Can Have Separate Domiciles: August 24, 2020 - Bulletin Print Report; S and M were married in 1971. M and S each retired in 2012. LZ, their daughter, was born in 1982. In 1985, LZ was seriously injured in a sledding accident. LZ suffers from seve...

System Located On Cornell's Land Not Tax-Exempt: August 24, 2020 - Bulletin Print Report; Petitioner, ("P"), is challenging tax assessments on a solar photovoltaic electrical system ("system") that is located on its land. P has entered into an ag...

Reimbursement of Expenditures Escapes "Disguised Sale" Rule: August 24, 2020 - Volume 14 Issue 163 Print Report; C is a REIT. C proposes to sponsor the formation of a new partnership that would own and operate real estate properties for long-term investment. C plans to contribut...

Installation Services Merely Incidental To Sale Of Personal Property: August 21, 2020 - Bulletin Print Report; B is a retailer of consumer electronics and appliances. B also sometimes installs appliances in the purchasers' homes. When a customer purchases an appliance, the customer...

Nonresident Alien Not Engaged In a U.S. Trade or Business: August 21, 2020 - Volume 14 Issue 162 Print Report; The taxpayer, a nonresident alien individual, owned real property situated in the U.S. that was subject to long-term leases, referred to as "net leases."

Improper Double Taxation Not Found: August 21, 2020 - Bulletin Print Report; D erects towers, builds lines and antennas, and installs roads and fences for wireless tower sites. D pays sales tax or use tax as a consumer when it purchases building materia...

The Willens Deal Survey August 2020: August 20, 2020 - The Deal Survey: August 2020 Print Report; Welcome to our summary of deals for August 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Boat Not A Place Of Amusement: August 20, 2020 - Bulletin Print Report; A is a Missouri corporation. G is A's sole shareholder. A engaged in the sale and rental of fly fishing equipment and supplies and took customers on guided fly fishing trip...

Air Conditioning Units Are Structural Components Of a Building: August 20, 2020 - Volume 14 Issue 161 Print Report; TP is the owner of a shopping center. It provides rooftop heating and air conditioning units to six of the center's store tenants. &nb...

Post-Violation Conduct Does Not Establish Reasonable Cause: August 20, 2020 - Bulletin Print Report; The Hs were married on November 22, 1992. They moved to Nebraska in 1996. In 2000, C accepted a position that required him to relocate to the United Kingdom, ("U.K.")...

Only Receipts From Enumerated Services Are Subject To Sales Tax: August 19, 2020 - Bulletin Print Report; Petitioner is a New York Federal Firearms Licensee, ("FFL"). Petitioner also is a New York sales tax vendor that sells firearms from its own inventory. A New York res...

The Go-To Structure For SPAC Acquisitions: August 19, 2020 - Bulletin Print Report; There have been a plethora of "SPAC" acquisitions, or at least announcements thereof, over the recent past. As we delve into the agreements with respect to these acqu...

Classifying The "Astro Needle": August 19, 2020 - Volume 14 Issue 160 Print Report; BI was an electing small business corporation. In 1968, BI entered into a contract with Universal Design, Ltd. (U), whereby U undertook to construct, erect, and insta...

"Open To The Public": August 19, 2020 - Bulletin Print Report; The taxpayer, ("TP"), operates a shooting range with seven outdoor firing ranges. When the facility first opened, Gintended it to be a private shooting range. H...

Sewage System Is A Structural Component: August 18, 2020 - Volume 14 Issue 159 Print Report; Petitioners owned a small shopping center. The shopping center consisted of two buildings. Prior to 1968, the sewage generated by the shopping center was handled by t...

Split-Up Satisfies Continuity Of Interest Requirement: August 18, 2020 - Bulletin Print Report; Distributing, ("D"), is an 'S' corporation which is engaged primarily in Business A. D has outstanding "A" shares of stock all of which are held by...

Gain From Sale Of Assets Classified As "Business Income": August 18, 2020 - Bulletin Print Report; Y is an Arizona 'S' corporation. Its principal place of business and commercial domicile is in Arizona. RP was its sole shareholder. Y operated an internet-based busine...

Disney May Not Deduct Related Member Royalties: August 18, 2020 - Bulletin Print Report; P's operations are comprised of five business segments: Media Networks, Parks and Resorts, Studio Entertainment, Consumer Products, and Interactive Media. P is The Walt Dis...

Use Of Property Is Not "Rental Activity": August 17, 2020 - Bulletin Print Report; For the 2007, 2008, and 2009 tax years, Appellants, ("APPs"), sought refunds on their federal income taxes based on losses incurred in connection with three vacation...

Motor Vehicles Were Purchased "At Retail": August 17, 2020 - Bulletin Print Report; TP offers car rental services under the trade names "Enterprise Rent-A-Car," "Alamo Rent-A-Car," and "National Car Rental." TP buys vehicles for t...

Corporate Partner Found To Be "Doing Business" In New York City: August 17, 2020 - Bulletin Print Report; On April 8, 1953, MA, the predecessor to Petitioner, ("P"), incorporated in the State of New York. In 1954, MA joined with NCCto form a joint venture, M/N, to a...

Demise of the "Functional" Or "Equivalency" Test: August 17, 2020 - Volume 14 Issue 158 Print Report; Rev. Rul. 67-67, 1967-1 C.B. 6, holds that a floating dock that is attached by rings to fixed pilings driven into a harbor bottom is inherently permanent property

Senators Call For Revocation Of Rev. Rul. 73-201: August 14, 2020 - Bulletin Print Report; Advice has been requested whether certain expenditures made to prevent conception and childbirth or to terminate pregnancy are amounts paid for "medical care" as that...

The I.R.C. Supersedes State And Local Tax Rules: August 14, 2020 - Bulletin Print Report; On January 10, 2018, the court converted this case to a case under chapter 7 and appointed JP as the chapter 7 trustee, ("T"). T filed this Motion, requesting that th...

Relocatable Property Classified As Real Property: August 14, 2020 - Volume 14 Issue 157 Print Report; In 1975, the taxpayer purchased a number of relocatable classroom units that it then leased to the local school district. Eac...

Claim For Refund Not "Duly Filed": August 13, 2020 - Bulletin Print Report; The Gs timely filed their original return for 2015 on or about April 15, 2016, which claimed a refund... In late 2018, CA timely filed the Gs' 2015 amended return (Form 104...

Depreciating Special Handling Devices: August 13, 2020 - Volume 14 Issue 156 Print Report; Taxpayer, (TP), is a State X corporation. TP is engagedprincipally in the production of food products for distribution in grocery, food service, restaurant and...

Literary Club Not An Educational Or Charitable Institution: August 13, 2020 - Bulletin Print Report; The Literary Club, ("Club"), is a private organization whose primary function, as described in its constitution, is to "provide a forum for its members to read o...

Uber Is Enjoined From Classifying Drivers As Independent Contractors: August 12, 2020 - Bulletin Print Report; On May 5, 2020, the Attorney General of California filed this action on behalf of the People of the State of California, (the "People"), seeking injunctive relief...a...

Management Activities Found To Be "Usual and Customary": August 12, 2020 - Volume 14 Issue 155 Print Report; Company, (C), which intends to elect REIT status, contributed its leasing service company assets and cash to Operating Partnership, (OP), in exchange for units in OP....

Application Of "Series-Qualifier" Rule Denies Deduction: August 12, 2020 - Bulletin Print Report; In 1980, the Washington legislature enacted former RCW 82.04.4297, which created a B&O tax exemption for "amounts received from the United States" or "from t...

Third Point's Acquisition Of Sirius Feature Eclectic Mix Of Consideration: August 11, 2020 - Bulletin Print Report; One of the more complex deals we have encountered is the proposed acquisition by Third Point Reinsurance Ltd., ("TP"), of Sirius International Insurance Group, ("...

Taxpayers Cannot Challenge "EEFVTR" Data Or Methodology: August 11, 2020 - Bulletin Print Report; Petitioners, ("Ps"), were shareholders of PP, an 'S' corporation. PP was certified as a "QEZE" effective June 28, 2008. On or about December 1, 2002...

Distribution Not In Liquidation Of Partner's Interest: August 11, 2020 - Bulletin Print Report; In 2012, W owned a 2.24 percent interest in BS, a partnership. BS owned a 19.63 percent membership interest in H. In 2012, H was acquired by DV. Under the merger agreement, mem...

Taxpayer's Gain Was a Short-Term Capital Gain: August 11, 2020 - Volume 14 Issue 154 Print Report; Petitioner, ("P"), on June 19, 1945, purchased 50,000 bushels of rye, for his own account, on a grain futures contract. He sold it on December 19, 1945, rea...

Daily Fantasy Sports Entry Fees Are Taxable "Wagers": August 10, 2020 - Bulletin Print Report; Traditionally, fantasy sports have been typically played among a group of people...over the course of a league's season. Around 2007, companies began offering a new form of...

GCI Liberty And Liberty Broadband Announce A "Downstream" Merger: August 10, 2020 - Bulletin Print Report; GCI Liberty, Inc., ("GCI"), a company that was split-off from Qurate, owns approximately 23.5 percent of the stock of Liberty Broadband Corporation, ("LBB")...

Exceptions To The "Disguised Sale" Rules: August 10, 2020 - Volume 14 Issue 153 Print Report; M is a corporation formed in State S. Two of M's major lines of business are B and C. The B business is conducted by D, an unincorporated division of M. The C bus...

Acquisition Of LVGO Features Special Dividend: August 7, 2020 - Bulletin Print Report; Teladoc Health, Inc., ("T"), and Livongo Health, Inc., ("L"), announced that they have entered into a definitive merger agreement, the objective of which is...

Rentals And Provision Of Services Are Separate Transactions: August 7, 2020 - Bulletin Print Report; Taxpayer, ("TP"), provides wedding and party entertainment services. TP provides disc jockeys, coordination services, visual packages, photo booths and other services...

Alternate Week Employee Does Not Pass "QEZE" Muster: August 7, 2020 - Bulletin Print Report; Petitioners, ("Ps"), filed Forms IT-203 for the years 2012-2016 on which they claimed the "QEZE" Real Property Tax Credit, ("RPTC"), allegedly ear...

Holding Period Of Stock Acquired Pursuant To An Option: August 7, 2020 - Volume 14 Issue 152 Print Report; On January 1, 1948, Petitioner, (P), together with his father and brother, formed a partnership by equal contributions of capital for the purpose of conducting a lumb...

The "True Object" Test Provides Exemption From Sales Tax: August 6, 2020 - Bulletin Print Report; Taxpayer operates a bowling alley in Virginia. One of the "products" offered by Taxpayer is a bowling package called "Cosmic Bowling," ("Package")...

Payments Made To Former Spouse Did Not Increase Basis: August 6, 2020 - Bulletin Print Report; S, in 1973, formed DCA, a partnership for Federal income tax purposes. On January 1, 2008, S assigned his 70 percent membership interest in DCA to SRM, an 'S' corporati...

Depreciating Furniture and Fixtures: August 6, 2020 - Volume 14 Issue 151 Print Report; Petitioner, (P), is engaged in the banking and financial services business. During 1987-1989, P placed in service furniture and fixtures at its facilities throughout...

Damages Not Excluded From Gross Income: August 6, 2020 - Bulletin Print Report; Between 2002 and 2013, H held dual appointments at the U.C.L.A. David GeffenSchool of Medicine as Associate Professor and as the attending surgeon at the West Los Angeles...

Likelihood of Repurchase Negates Loss From Prior Sale: August 5, 2020 - Volume 14 Issue 150 Print Report; HF, an experienced investment banker, established two trusts for his two sons and in 1969 the trusts had large capital gains from the sale of certain stock. To offset...

Unauthorized Insurance Company Exempt From MD Corporate Income Tax: August 5, 2020 - Bulletin Print Report; Leadville Insurance Company, ("L"), appealed the assessment of corporate income tax in the amount of $23,831,054.34...for the years 1996-2003. The Comptroller imposed...

E-Mails Constitute A Written Separation Agreement: August 5, 2020 - Bulletin Print Report; Petitioner, ("P"), and his former spouse, ("FS"), were married on June 11, 2009. They had one child during their marriage. They separated on November 4, 201...

Farm Optional Method Income Is Not "Earned Income": August 5, 2020 - Bulletin Print Report; Petitioner, ("P"), an unmarried individual, age 57, filed her 2017 Wisconsin Homestead Credit tax claim on February 26, 2018. The Department of Revenue, (the "De...

7-Eleven To Acquire Speedway From MPC: August 4, 2020 - Bulletin Print Report; 7-Eleven, Inc., ("7E"), announced that it has entered into an agreement to acquire Speedway, ("SP"),a leading convenience store chain, from Marathon P...

Not Essentially Equivalent to a Dividend: August 4, 2020 - Volume 14 Issue 149 Print Report; TP, his wife, son, and daughter, each owned 25 percent of the common stock of X Corporation, (X). TP owned all 1,000 shares of X's non-voting preferred stock. X r...

Dissolution And Entity Classification Election Is An 'F' Reorganization: August 4, 2020 - Bulletin Print Report; Taxpayer was incorporated in State A on Date 1. Taxpayer filed "Articles of Domestication" in State B on Date 2. Taxpayer was dissolved in State A on the &qu...

State Tax Credits Constitute "Property": August 3, 2020 - Bulletin Print Report; TP purchased three Oregon Business Energy Tax Credit, ("BETC"), certificates over the course of several years, each time for a discounted purchase price that was 33 p...

Floating Docks Bounding Boat Slips Are Real Estate Assets: August 3, 2020 - Bulletin Print Report; TP is a real estate investment trust, ("REIT"). TP intends to acquire an interest in C. C is a partnership for federal income tax purposes. C owns and leases the &quo...

Property Used In the Trade or Business: August 3, 2020 - Volume 14 Issue 148 Print Report; In April, 1956, a manufacturing corporation entered into an agreement to purchase a parcel of land and certain buildings thereon for the specific purpose of using the...

EE Pays A "Stub Period" Dividend: July 31, 2020 - Bulletin Print Report; On July 29, 2020, pursuant to an Agreement and Plan of Merger that was entered into approximately 13 month earlier, Merger Sub, a newly-created, wholly owned subsidiary of Sun...

When Does Holding Period Begin To Accrue?: July 31, 2020 - Volume 14 Issue 147 Print Report; A small group of investors, "the Lessor," has leased a parcel of land to a corporate taxpayer, "the Lessee." Under the terms of the lease arrangem...

Replacement Cannot Precede Casualty Loss: July 31, 2020 - Bulletin Print Report; On July 26, 2019, JEGbought a 2018 Cadillac, (the "Cadillac"), for $38,897. JEG paid $2,432.34 in state and local sales taxes when she titled the Cadillac. On N...

Not All "Property" Is a Capital Asset: July 30, 2020 - Volume 14 Issue 146 Print Report; On Date 1, TP, a corporation, purchased contracts that provided life insurance on the lives of its employees. The contracts were individual whole life fixed premium c...

When Are "Straddle" Year Taxes Incurred?: July 30, 2020 - Bulletin Print Report; Prior to filing for bankruptcy, the Debtors had sold or otherwise disposed of substantially all of their material assets. On October 14, 2015, the Debtors filed a voluntary pet...

Storage Satisfies "Actual Use" Requirement: July 30, 2020 - Bulletin Print Report; Christian Mission, ("CM"), owned a building and an adjacent parking lot in Passaic, New Jersey. In 2009, CM purchased the property at issue here, a commercial warehou...

Material Participation In Rental Endeavor Not Found: July 29, 2020 - Bulletin Print Report; L's father died in 1989, leaving 96 acres of property to each of L and her brother, T, as tenants in common. The property consisted of 96 acres of farm land and a three-acr...

Relocation Incentive Payments Not Contributions To Capital: July 29, 2020 - Bulletin Print Report; In 1996, New Jersey, ("NJ"), created the "Incentive Program" to "grow NJ's economy..." For a company to be eligible for grants three condition...

Monsters Of The Midway No Match For Cook County's Amusement Tax: July 29, 2020 - Volume 14 Issue 145 Print Report; All of the home games played by the Chicago Bears of the National Football Leaguewere played at historic Soldier Field during the tax periods at issue. Soldier Field has...

Payment of a Taxpayer's Expenses Produces Gross Income: July 28, 2020 - Volume 14 Issue 144 Print Report; The taxpayer, an official of an organization, was involved in certain litigation which was of a personal nature but which "focused national attention" on th...

Exemption From Petroleum Business Tax Denied: July 28, 2020 - Bulletin Print Report; P is a New York not-for-profit corporation exempt from sales and use tax under Sec. 1116(a)(4). P's purposes are religious and charitable. P filed a claim for refund of tax...

A Corporation Is Separate From Its Members: July 28, 2020 - Bulletin Print Report; On September 29, 2015, Kansas City Contracting, Inc., ("KCC"), purchased a 2015 GMC truck, ("GMC"). On December 31, 2019, KCC sold the GMC for $42,400. On J...

CNX Will "Roll Up" CNXM: July 28, 2020 - Bulletin Print Report; CNX Resources Corporation, ("CNX"), and CNX Midstream Partners, L.P., ("CNXM"), announced that they have entered into a definitive merger agreement, (the &q...

"Readily Ascertainable" Tax Planning Strategies Are Not A "Trade Secret": July 27, 2020 - Bulletin Print Report; TLS Management and Marketing Services, LLC, ("TLS"), was a tax planning and consulting firm based in Puerto Rico, ("PR"). TLS alleged that it generated two...

Surplus Foreclosure Sales Proceeds Belong To The Property Owner: July 27, 2020 - Bulletin Print Report; R purchased a rental property in Southfield, Michiganfor $60,000 on August 15, 2011, but failed to pay the 2011 taxes due on the property. This delinquency was never paid...

Retention Of Control Gives Rise To A Use Tax Liability: July 27, 2020 - Bulletin Print Report; Petitioner is an Indiana-based company that manufactures and markets orthopedic implants, such as prosthetic joints.It also provides its customers with medical instrument...

Conversion and Replacement Are Separate Transactions: July 27, 2020 - Volume 14 Issue 143 Print Report; P is a general partnership of five individuals. In 1969, P purchased a building for commercial use. Through depreciation and other adjustments and distributions, the...

"Purchase" Buy-Down Payments Not Subject To S.C. Sales Tax: July 24, 2020 - Bulletin Print Report; Under a tobacco company "buy-down" contract with retailers, the tobacco company agrees to pay the retailer a specified amount for each pack of cigarettes sold by the...

Room Occupancy Excise Does Not Apply To "Room Comps": July 24, 2020 - Bulletin Print Report; Company, ("C"), is licensed by the Massachusetts Gaming Commission to operate a gaming establishment in Massachusetts, ("M"). C owns and operates a hotel an...

Property Not Partnership Property: July 24, 2020 - Volume 14 Issue 142 Print Report; The taxpayer is a general partner of a firm which consists of both limited partnersand general partners. The limited partners are entitled to a fixed return on...

eBay To (Partially) Exit The Classifieds Business: July 23, 2020 - Bulletin Print Report; eBay, Inc., ("EBAY"), and AdevintaASA, ("ADE"), announced that they have entered into a definitive agreement for EBAY to transfer its classifieds busi...

"Buy Down" Payment Included In Receipts Subject To NY Sales Tax: July 23, 2020 - Bulletin Print Report; Petitioner is a retail dealer of cigarettes and tobacco products with various locations throughout New York State. Some cigarette manufacturers provide cigarette retailers with...

The Willens Deal Survey July 2020: July 23, 2020 - The Deal Survey: July 2020 Print Report; Welcome to our summary of deals for July2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

"Captive" Is An Insurance Company: July 23, 2020 - Volume 14 Issue 141 Print Report; W is an Ohio corporation actively engagedin the business of operating restaurants throughout the U.S., including Illinois. W is Wendy's International, Inc.<...

Grantor/Trustee And Trust Are Not The Same Person: July 22, 2020 - Bulletin Print Report; On June 28, 2019, JJG, an individual, purchased a 2008 Chevrolet Cobalt, ("Chevy"). JJG is a trustee and grantor of the Trust. On October 16, 2019, the Trust purchase...

Satisfying An Obligation With Property: July 22, 2020 - Volume 14 Issue 140 Print Report; Partnership, (PS), purchased property, (B), for $500x. A, a partner in PS, is entitled to a guaranteed payment under Sec. 707(c) of $800x. Subsequently, when the fair...

Say Yes To The Dress: July 22, 2020 - Bulletin Print Report; Petitioner owns and operates a bridal shop. A customer has two options when purchasing a wedding dress: (1) pay a 50 percent non-refundable down-payment on the purchase of a dr...

Partner Received A Distribution of Money: July 21, 2020 - Volume 14 Issue 139 Print Report; Partnership, (PS), owned a large parcel of "X" in State X. Taxpayer, (TP), held a total of "z%" interest in PS. Most of the partners, including TP...

Prior Payment Of Sales Tax Eliminates Necessity Of Paying Use Tax: July 21, 2020 - Bulletin Print Report; Taxpayer is a limited liability company. Taxpayer sells and installs industrial storage materials... The Department of Revenue, (the "Department"), issued an assessme...

Non-Willful FBAR Penalties Are On A "Per-Form" Not "Per-Account" Basis: July 21, 2020 - Bulletin Print Report; Congress enacted the Bank Secrecy Act, ("BSA"). Sec. 5314 provides that: "...the Secretary shall require a resident or citizen...to keep records, file reports......

Massachusetts Investor Must Adhere To The "Duty Of Consistency": July 21, 2020 - Bulletin Print Report; In January 2006, P and his business partner formed H. P owned 75 percent of H. H was the sole member of SLLC, a disregarded entity. In February 2006, SLLC purchased a residenti...

Revisiting The Eldorado/Caesars Business Combination: July 20, 2020 - Bulletin Print Report; It appears that the last remaining obstacle to the acquisition of Caesars Entertainment Corporation, ("C"), by Eldorado Resorts, Inc., ("E"), has been surmo...

TRS Can Own (But Not Manage Or Operate) Health Care Facilities: July 20, 2020 - Bulletin Print Report; TP is a real estate investment trust, ("REIT"). TP owns a portfolio of senior housing and health care properties. F is a Region A limited partnership that owns "...

Real Property Not Used In A Trade Or Business: July 20, 2020 - Bulletin Print Report; In January 2000, petitioners, ("Ps"), purchased a 14,400 square-foot historic waterfront mansion and property in Newport, Rhode Island for $1.35 million with the inte...

Collection of Receivables Produces "RBIG": July 20, 2020 - Volume 14 Issue 138 Print Report; Petitioner, (P), is an 'S' corporation engaged in providing medical services. P is a cash receipts and disbursementsmethod taxpayer, wholly owned...

Canceled Debt Was Not "QPRI": July 17, 2020 - Bulletin Print Report; In 2006, W worked at SR as vice president of product and marketing. On December 13, 2006, W accepted KS's employment offer and in January 2007 she began working there. KS g...

Converted 'S' Corporation Avoids "RBIG": July 17, 2020 - Volume 14 Issue 137 Print Report; Company, (C), owns, leases, and manages residential and commercial real estate. C reported its taxable income as a C corporation for all taxable years ending on or be...

Dell Confirms Potential For Spin-Off Of VMwawe: July 16, 2020 - Bulletin Print Report; Dell Technologies, Inc., ("DTI"), has now confirmed what was previously only rumored, i.e., that it is "exploring potential alternatives with respect to its owne...

Charging Station Operator Must Collect And Remit Sales Tax: July 16, 2020 - Bulletin Print Report; 123 Company, ("123") owns and operates electric vehicle charging stations in South Carolina. Customers of 123 pay for electricity based on charging time, a "sess...

Diesel Fuel Not "Subject To" Fuel Taxes: July 16, 2020 - Bulletin Print Report; Arizona, ("AZ"), law imposes one of two distinct taxes on all diesel fuel sales--fuel tax or use tax--depending on how the diesel fuel is used. The law requires vendo...

License Fees Not Subject To "BIG" Tax: July 16, 2020 - Volume 14 Issue 136 Print Report; Company, ("CO"), a C corporation, owns "X" which it copyrighted. C also has the rights to other "X" which also has been copyrighted by a...

Apple Scores Unsurprising EC Tax Victory: July 15, 2020 - Bulletin Print Report; In 2016, the European Commission announced its decision that, as AAPL reports in its SEC filings, "Ireland granted (illegal) state aid to AAPL through the issuance of tax...

Expenses For Naturopathic Treatments Are "Medical" Expenses: July 15, 2020 - Bulletin Print Report; Petitioner claimed $13,572 in medical expenses. The Division removed therefrom$10,196 in "naturopathic" medical expenses. The Division denied the medical expens...

Estate Tax Imposed On "QTIP" Assets: July 15, 2020 - Bulletin Print Report; This case concerns whether the intangible assets in a "QTIP" trust which was created by the pre-deceasing spouse in New York, are subject to the Massachusetts, ("...

Depreciating Pipelines: July 15, 2020 - Volume 14 Issue 135 Print Report; Between 1988 and 1990, the plaintiffs constructed a steel pipeline network which linked S's gas fields to S's natural gas processing plant, (the "K facil...

Treatment Of NOLs Arising In Post-'17 Years: July 15, 2020 - Bulletin Print Report; Sec. 172 was amended by the "CARES" Act," (the "Act"). As amended, Sec. 172(a)(1) generally allows in the case of a taxable year beginning before Janua...

Gain From The Disposition of Property Is UBTI: July 14, 2020 - Volume 14 Issue 134 Print Report; M is an exempt hospital under Sec. 501(c)(3) of the Internal Revenue Code. During "u," M entered into a contract for the purchase of an undeveloped parcel o...

Installation Of Insulation Is An Exempt Capital Improvement: July 14, 2020 - Bulletin Print Report; Petitioner performs energy audits of existing homes and commercial buildings. It sometimes finds no insulation or insufficient insulation in attics or in basement rim or joist...

Tour Service Not Subject To New York Sales Tax: July 14, 2020 - Bulletin Print Report; The Petitioner provides pedal bus bike ("vehicle") sightseeing tours. Passengers book the vehicle for a group tour at a specific date, time, and location. The Petitio...

POTUS Not Immune From State Criminal Subpoenas: July 14, 2020 - Bulletin Print Report; Presidents have uniformly testified or produced documents in criminal proceedings when called upon by federal courts. This case involves the first state criminal subpoena direc...

OXY Announces Warrant Distribution: July 13, 2020 - Bulletin Print Report; Occidental Petroleum Corporation, ("OXY"), recently announced that its Board of Directors has declared a distribution to holders of its common stock of warrants to pu...

Timely "Rollover" Not Effected: July 13, 2020 - Bulletin Print Report; P is the mother of two boys, the elder of whom was scheduled to graduate from high school in 2016 and matriculate at Morehouse College, ("M"), that fall. P anticipate...

PG&E Begins The Next Phase Of Its Troubled Existence: July 13, 2020 - Volume 14 Issue 133 Print Report; PG&E Corporation, ("PGE"), and its operating subsidiary, Pacific Gas & Electric Co., ("PAC"), have, now that their complicated bankruptcy plan, (&qu...

Supreme Court Rules On Congressional Subpoenas Of POTUS Records: July 10, 2020 - Bulletin Print Report; In April 2019, three committees of the House of Representatives issued four subpoenasseeking information about the finances of President Trump, ("PT"), his chil...

Property Tax Value Not Permitted To Be Used To Fix "Just Compensation": July 10, 2020 - Bulletin Print Report; The Kentucky Transportation Cabinet, Department of Highways, filed a petition to condemn certain real property owned by Borders Self-Storage & Rentals, LLC, ("B")...

Aon/WTW: Snatching Victory From The Jaws Of Defeat: July 10, 2020 - Bulletin Print Report; Aonplc, which recently "re-incorporated" from England to Ireland, has agreed to acquire "the entire issued ordinary share capital" of Willis Towers Wa...

Intermediary Does Not Earn "Royalty" Income: July 10, 2020 - Volume 14 Issue 132 Print Report; The organization is exempt from federal incometax as a charitable organization under Sec. 501(c)(3) of the Internal Revenue Code. Its resources are dedicated to...

Oregon's Intangible Personal Property Tax Is Discriminatory: July 9, 2020 - Bulletin Print Report; Oregon law generally taxes real and tangible personal property situated within its borders. But certain commercial and industrial entities, including railroads and other inters...

ALL Agrees To Acquire FGHC: July 9, 2020 - Bulletin Print Report; The Allstate Corporation, (ALL), has agreed to acquire the outstanding commonstock of National General Holdings, (NGHC), "for approximately $4 billion in cash or $34...

Sale of Business Gives Rise To Indiana "Business Income": July 9, 2020 - Volume 14 Issue 131 Print Report; Under IC Sec. 6-3-2-2(a), business income of a corporation is subject to apportionment to Indiana, while nonbusiness income is generally allocable to the state from w...

Government's "SRP" Claim Accorded Priority In Chapter 13 Case: July 8, 2020 - Bulletin Print Report; S has objected to a portion of the U.S. Government's tax claim in his chapter 13 case. The portion to which he objects is the priority claim of approximately $2,000 for the...

Treasury Notes Found To Be "Debt-Financed" Property: July 8, 2020 - Volume 14 Issue 130 Print Report; Petitioner, (P), received a low-interest federal loan to finance an improvement to its facilities. At the time of construction, P withdrew only 1/2 of the approved lo...

Overpayment Interest Cases Cannot Be Heard By The District Court: July 8, 2020 - Bulletin Print Report; In January 2009, Bank of America, ("BA"), acquired Merrill Lynch, ("ML"). In October 2013, ML was merged with and into BA. In September 2017, BA filed a cla...

Sec. 338(h)(10) Deemed Sale Gain Is Not Business Income: July 7, 2020 - Volume 14 Issue 129 Print Report; In 1997, AS, a foreign corporationbut an Illinois taxpayer, was owned by ASFC. More than 80 percent of ASFC's stock was owned by L, an Indiana corporation.<...

Renter Retains Full Homestead Tax Exemption: July 7, 2020 - Bulletin Print Report; R was the sole owner of his home and used it as his permanent residence. In 1996, R applied for and received a homestead exemption on 100 percent of his residence, and he conti...

Montana's "No-Aid" Provision Is Unconstitutional: July 7, 2020 - Bulletin Print Report; In 2015, the Montana Legislature sought "to provide parental and student choice in education" by enacting a scholarship program for students attending private schools...

Best Buy Is A Retailer Of Appliances: July 6, 2020 - Bulletin Print Report; Best Buy is a retailer of consumer electronics and appliances. BB also sometimes installs appliances in the purchasers' homes. If the customer has Best Buy deliver and inst...

Charitable Contribution Not Allocable To Tax-Exempt Income: July 6, 2020 - Bulletin Print Report; An organization described in Sec. 501(c)(3) of the Code, ("Organization"), files a Return of Organization Exempt From Income Tax (Form 990). Organization also files a...

COVID-19 Disinfecting Activities Are "Cleaning Services": July 6, 2020 - Bulletin Print Report; There appear to be two principal approaches to disinfecting coronavirus: (1) Wiping surfaces or spraying and wiping surfaces with disinfectant by hand; and (2) Using an electro...

Equipment Used To Produce X-Rays Qualifies For ITC: July 6, 2020 - Volume 14 Issue 128 Print Report; Petitioners filed a joint New York State personal income tax return for 1984. On the return, petitioners claimed an investment tax credit (ITC) in the amount of $10,8...

Deed Did Not Effect A "Transfer Of Ownership": July 2, 2020 - Bulletin Print Report; On April 25, 1996, RZ, the owner of the property at issue in this case, executed a quitclaim deed, which conveyed title to herself and her five children as joint tenants with f...

Damages Partially Excluded From Gross Income: July 2, 2020 - Bulletin Print Report; P was employed by G as a certified nursing assistant beginning in January 2009 until her termination in January 2012. P suffered from epileptic seizures while at her workplace....

Sec. 338 Election Not a PSA "Triggering Event": July 2, 2020 - Volume 14 Issue 127 Print Report; Between 1958 and 1983, thetax law permitted life insurance companies to accumulate, retain and defer taxes on 50 percent of undistributed profit in policyholder...

Trust Taxed On California Source Income: July 1, 2020 - Bulletin Print Report; RS established the Paula Trust, ("PT"), for the sole benefit of his daughter, M, a California resident. The PT has two co-trustees, a California resident and...

Processing Is A Qualified Activity For New York ITC Purposes: July 1, 2020 - Volume 14 Issue 126 Print Report; On March 3, 1977, the Department of Taxation and Finance, (the "Department"), issued a Notice of Deficiency against petitioner, (P), arising out of the Depa...

Vehicle Charger Does Not Sell Electricity: July 1, 2020 - Bulletin Print Report; The taxpayer owns and operates electric vehicle charging stations in Georgia. Customers pay for charging time, plus a session fee. Additional charges are imposed for "idli...

Expenses Of Producing Oil And Gas: June 30, 2020 - Bulletin Print Report; A person's taxable income under the Michigan Income Tax Act, ("MITA") is generally based on the federally adjusted income tax. Sec. 162 of the Internal Revenue Co...

Disability Benefits Are New York Source Income: June 30, 2020 - Volume 14 Issue 125 Print Report; Petitioner, (P), was at all timesa resident of New Jersey. From 1998-2010, P worked for a corporation, (C), that had locations throughout the world, including N...

Failure To File Escheat Reports Is Not "A False Record Or Statement": June 30, 2020 - Bulletin Print Report; Delaware, ("D") requires the holders of abandoned property to file annual escheat reports with the "SE" and pay or deliver to the SE the abandoned property...

ABC Found To Be An "Interstate Broadcaster": June 30, 2020 - Bulletin Print Report; Plaintiff, ("P"), is a diversified worldwide entertainment company with operations in five business segments: (1) Media Networks, (2) Parks and Resorts, (3) Studio En...

"Superseding" Return Does Not Restart The Limitations Period: June 29, 2020 - Bulletin Print Report; When a return is filed and then a second return is subsequently filed before the return due date (i.e., a superseding return), which return constitutes "the return" f...

Rewritten Sales Eligible For Sales Tax Holiday: June 29, 2020 - Bulletin Print Report; In 2010-2012, the Massachusetts Legislature passed legislation creating sales tax holiday weekends, such that sales of personal property costing $2,500 or less were exempt from...

Without Restoration There Can Be No Rescission: June 29, 2020 - Bulletin Print Report; In 1998, petitioners reorganized their business. Prior to that year, petitioners were the owners and operators of a group of corporations and limited liability companies known...

Taxpayer Denied Real Property Tax Credits: June 29, 2020 - Volume 14 Issue 124 Print Report; In April, 2000, a New York limited liability company, known as WL, was formed. Petitioners were partners of WL. The Division of Taxation ("Division") certif...

Bayer And Monsanto Resolve Most Litigation Regarding Roundup: June 26, 2020 - Bulletin Print Report; Bayer, presumably on behalf of its subsidiary, Monsanto, announced a series of agreements "that will substantially resolve major outstanding Monsanto litigation, including...

The Willens Deal Survey June 2020: June 26, 2020 - The Deal Survey: June 2020 Print Report; Welcome to our summary of deals for June 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Personal Or Individual Information Service Not Subject To Sales Tax: June 26, 2020 - Bulletin Print Report; P's customers are businesses that advertise on the internet. Typically, a business that advertises on the internet must monitor the effectiveness and performance of its adv...

Royalties Or Fees For Services?: June 26, 2020 - Volume 14 Issue 123 Print Report; The organization is exempt from Federal income tax under Sec. 501(c)(3) of the Internal Revenue Code. It was formed to promote scientific investigation and research a...

"Equitable Tolling" Does Not Apply To Tax Refund Claims: June 25, 2020 - Bulletin Print Report; On February 5, 2020, TPsfiled their 2016 non-resident Alabama income tax return. The return claimed a refund of tax paid by estimated payment in 2016. The original due da...

Law Firm Entitled To Opportunity Zone Benefits: June 25, 2020 - Bulletin Print Report; D, a law firm, leases space from B, a REIT, in the CC in Philadelphia. CC is an office complex within a now expired KOIZ ("Expired Zone"). D received tax benefits und...

TMUS's Rights Offering Has Unusual Tax Profile: June 25, 2020 - Bulletin Print Report; SoftBank Group Corporation, ("SB"), the owner of approximately 24.6 percent of the stock of T-Mobile U.S., Inc., ("TMUS"), is embarking on a program to &quo...

Ascertaining The Useful Life Of A Baseball Player's Contract: June 25, 2020 - Volume 14 Issue 122 Print Report; TP operates a professional baseball team. TP is affiliated with several minor league teams. Two of these teams are included on TP's tax return. The other affiliat...

Dell Pondering Spin-Off Of VMware: June 24, 2020 - Bulletin Print Report; The Wall Street Journal is reporting that Dell Technologies, Inc., ("DTI"), "is exploring options, including a spin-off, for its stake in VMwa...

When Is Solar Energy Equipment Placed In Service?: June 24, 2020 - Volume 14 Issue 121 Print Report; Petitioner has several clients that are currently building new homes and are purchasing and installing qualified eligible solar energy systems for these homes at the...

An Easement's Conservation Purpose Was Not Adequately Protected: June 24, 2020 - Bulletin Print Report; H granted a conservation easement over 257 acres to C, through a deed of conservation easement. The deed provides for the allocation of proceeds from an involuntary extinguishm...

Lack Of Employees Means No "Payroll Factor": June 24, 2020 - Bulletin Print Report; The three taxpayers are affiliates under the parent corporation,FNIS, (the "Parent"). All operate in Alabama and numerous other states. FISMprovides servi...

Golf Club Dues Subject To Sales Tax: June 23, 2020 - Bulletin Print Report; The Club is a for-profit entity owned by member-stockholders and organized to promote golf. The Club owns a building that is used as a combination pro shop, club storage, and c...

Supreme Court Will Not Wade Into The "Altera" Quagmire: June 23, 2020 - Bulletin Print Report; Sec. 482 of the Internal Revenue Code grants the Secretary (of the Treasury) broad powers to allocate income and deductions between two or more organizations, trades, or busine...

Repetitive Audits Are Not Permitted: June 23, 2020 - Bulletin Print Report; TP purchased a vineyard. A notice of proposed adjustment, ("NOPA"), was issued to TP disallowing all expenses and depreciation related to the vineyard. The NOPA deter...

Maker of Countertops Eligible for New York ITC: June 23, 2020 - Volume 14 Issue 120 Print Report; Petitioner, (P), is a New York 'S' corporation that operates a granite and marble business. P purchases raw slabs of marble and granite and prepares those mat...

Existing Leasehold Interest Not Subject to S.F. Transfer Tax: June 22, 2020 - Bulletin Print Report; In 2009, 731 Market Street Owner, LLC, ("731"), the owner of a commercial building leased part of the building to CVS for 20 years plus five successive options to ext...

New York Non-Resident Limited Partners Unfairly Denied Loss Deductions: June 22, 2020 - Bulletin Print Report; While a New York "resident individual" (including both a New York domiciliary as well as a "statutory" resident) is taxed on his or her "worldwide"...

Deposit Arrangement Is Not "Insurance": June 22, 2020 - Volume 14 Issue 119 Print Report; The taxpayer, (FW), is a consolidated group of corporations that provide temporary staffing services. FW purchased two insurance policies from AHAC; one was for worke...

A Specific Provision Defeats A General Provision: June 19, 2020 - Bulletin Print Report; T sells and leases "reverse-vending machines," the bottle and can recycling machines commonly found in grocery stores. The machines sort the bottles and cans, which a...

Sec. 381 Transferee Inherits Transferor's Sec. 707 Status: June 19, 2020 - Volume 14 Issue 118 Print Report; P owns all of the stock of S. S has only one asset, rental property, that is encumbered by a nonrecourse loan of $40x originally incurred by S on January 1, 1995. S i...

Workers Found To Be "Independent Contractors": June 18, 2020 - Bulletin Print Report; P owned and operated CC, an unincorporated business, to provide cleaning services. CC had contracts with apartment complexes to do "Unit Turnover Cleaning," and contr...

Loss On Liquidation Not Derived From New York Sources: June 18, 2020 - Bulletin Print Report; P is a limited partnership formed under the laws of another state as an affiliated investment entity of a national real estate investor and investment manager. P was formed to...

"Frozen" Earnings and Profits: June 18, 2020 - Volume 14 Issue 117 Print Report; Distributions by an 'S' corporation which has accumulated earnings and profits constitute dividends (up to the amount of such earnings and profits) in cases w...

Hertz's NOLs Might Be Imperiled By Its Planned Public Offering: June 17, 2020 - Bulletin Print Report; On May 22, 2020, Hertz Global Holdings and several of its affiliates, (the "Debtors"), filed voluntary petitions for relief Chapter 11 of the Bankruptcy Code. The Deb...

G.M.'s Tax Credits Need Not Be Disclosed: June 17, 2020 - Bulletin Print Report; In 1995, the Michigan Legislature enacted the Michigan Economic Growth Authority, ("MEGA"), Act...to promote economic growth and job creation within the state. The ME...

Real Property Used In The Trade Or Business: June 17, 2020 - Volume 14 Issue 116 Print Report; Petitioner is engaged in the business of distributing tobacco products in North and South Carolina on a wholesale basis. It was incorporated in 1917. At that time, it...

Self-Created Intangible Asset Eligible For Amortization: June 17, 2020 - Bulletin Print Report; TP is a holding company. TP owns P1. P1 is regulated by C1 and C2. On Date 1, State enacted the Act to address the Event in State and the liabilities of the Companies, includin...

Trust Assets Included In Calculation Of Inheritance Tax: June 16, 2020 - Bulletin Print Report; Decedent created an irrevocable trust in June 2007 funded with cash and securities. He relinquished the right to "alter, amend, revoke or terminate any Trust provision or...

Foreign GP Was Doing Business In California: June 16, 2020 - Bulletin Print Report; APP is a Washington corporation. APP did not file a timely California return for its 2011 tax year. APP was the sole general partner in two limited partnerships in California,...

Percentage Rents Constitute Qualifying REIT Income: June 16, 2020 - Volume 14 Issue 115 Print Report; An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), under Sec. 856 of the Internal Revenue Code, leases space to a tenant in a bu...

Sec. 481 Adjustment Properly Excluded From REIT's Gross Income: June 15, 2020 - Bulletin Print Report; Taxpayer, ("TP"), has elected to be taxed as a real estate investment trust,('REIT"). TP's primary business is the leasing of space on and at telec...

JET Wins The GRUB Sweepstakes: June 15, 2020 - Bulletin Print Report; On June 10, 2020,Just Eat Takeaway.com N.V., ("JET"), entered into an Agreement and Plan of Merger between and amongJET, Grubhub, Inc., ("GRUB")...

Coins Are Property (Other Than Money): June 15, 2020 - Volume 14 Issue 114 Print Report; L owned and operated a sole proprietorship, PO, whose business was to trade such items as gold and silver coins, diamonds, jewelry and oriental rugs....

I.R.S. Defines "Real Property" For Like Kind Exchange Purposes: June 12, 2020 - Bulletin Print Report; Thanks to the TCJA, Public Law 115-97, the "like kind" exchange provisionswere substantially narrowed. Only qualifying exchanges of "real property" ar...

Training and Consulting Services Create "Nexus": June 12, 2020 - Volume 14 Issue 113 Print Report; TP, an entity headquartered outside Virginia, has an employee located in Virginia. The employee will travel to consult with customers in the U.S. The consulting servi...

Unilever To Simplify Its Corporate Structure: June 11, 2020 - Bulletin Print Report; Unilever announced plans to unify "its Group legal structure under a single parent company, Unilever PLC, creating a simpler company with greater strategic flexibility, th...

TCO's Damages (If Any) Will Not Jeopardize REIT Status: June 11, 2020 - Bulletin Print Report; Simon Property Group, Inc. ("SPG"), announced that it has exercised its contractual rights to terminate its merger agreement with Taubman Centers, Inc., ("TCO&qu...

Refund Not Found To Be A "Rebate": June 11, 2020 - Bulletin Print Report; 1. On October 3, 2018, S purchased a 2018 Tesla. 2. The net purchase price was $70,200. 3. On October 29, 2018, S titled the Tesla and paid $5,355 in sales tax. 4. Subsequent t...

Plan of Liquidation: June 11, 2020 - Volume 14 Issue 112 Print Report; The issue is whether the taxpayer, SCI, a corporation, received the property of its wholly-owned subsidiary, FG, in a tax-free liquidation. The answer was yes. See

Poorly Structured U.K. Buyout Leads To Double Taxation: June 10, 2020 - Bulletin Print Report; In the United States, the buyer(s) of a closely-held corporation will frequently,in what is sometimesreferred to as a "bootstrap" acquisition, decide to&n...

Capital Of SMLLC Included In Member's Tax Base: June 10, 2020 - Bulletin Print Report; W is a Delaware corporation with several subsidiary companies doing business in Mississippi, ("M"), including single member limited liability companies, ("SMLLCs...

"Care" Days Spent In New York Count For Residency Purposes: June 10, 2020 - Volume 14 Issue 111 Print Report; Petitioners have been married since 1976. They own a one-family house in Pennsylvania. In 2006, petitioners filed Pennsylvania and federal income tax returns. Petitio...

Electronic Gaming Devices Found Subject To The "A&A Tax": June 10, 2020 - Bulletin Print Report; This appeal concerns electronic gaming devices placed by C in various bars, restaurants, and convenience stores throughout Baltimore. A 2010 audit showed that C had not paid &q...

Percentage Rent Does Not "Taint" Fixed Rent: June 9, 2020 - Volume 14 Issue 110 Print Report; A real estate investment trust, (REIT), leased office space in a building that it owned to 10 different tenants under 10 separate leases, with nine ofsuch tenan...

Donor's Reticence Dooms Donee's Gift Claim: June 9, 2020 - Bulletin Print Report; Throughout his career, P has worked extensively in the discounted cash flow industry. In the early '90s, P met and developed a business relationship with DH, a high net wor...

Auxiliary Soil And Plant Substances Are Not "Fertilizers": June 9, 2020 - Bulletin Print Report; Appellants, ("APPS"), sold Grow-Plex, ("GP"), and Menefee Humate, ("MH"), to consumers. APPS' customers applied these products to land use for...

Kraft Denied Use Of Alternative Apportionment Formula: June 8, 2020 - Bulletin Print Report; On March 1, 2010, Kraft Foods Group, ("K"), sold its entire frozen pizza business to Nestle USA, Inc.for $3.693 billion. On its federal consolidated income tax...

Super Bowl Champs Not Liable For Sales Or Use Tax: June 8, 2020 - Bulletin Print Report; The "team" is a professional football club and member of the N.F.L. The team is the defending Super Bowl champions.The team plays its home games at Arrowhead St...

"Inbound" Reorganizations Produce Deemed Dividends: June 8, 2020 - Volume 14 Issue 109 Print Report; Oldco, (O), was incorporated under the laws of Country on Date 1. Trust 1 and Trust 2 were the owners of O. On Date 2, Trust 1 and Trust 2 were domesticated as trusts...

Petitioner Never Incurred "Acquisition Indebtedness": June 5, 2020 - Bulletin Print Report; P is a C.P.A. and holds an M.B.A. For many years, he has been friends with R. In 1991, R purchased as his residence a beach house in Hermosa Beach, California, (the "Hermo...

"Used In The Trade Or Business": June 5, 2020 - Volume 14 Issue 108 Print Report; Petitioner, (P), was primarily engaged in business as an architect. During 1957, P ownedsixrental business properties which were eachpurchased, impr...

No Reduction Of Depletion Deductions Required: June 4, 2020 - Bulletin Print Report; APP is a JV that owns and operates a taconite mine in Minnesota. UT, (and together with APP, "APPS"), is a limited liability company that owns and operates a taconite...

Transfer Of Property Was "Incident To Divorce": June 4, 2020 - Bulletin Print Report; APP and D were married in 1984. In1988, APP loaned $1 million to 3-V Fasteners, Inc., ("3V"). APP's loan was later converted into a capital contribution in...

Interest On Valid Debt Not Deductible: June 4, 2020 - Volume 14 Issue 107 Print Report; The deductions at issue arise out of an illegitimate tax shelter. An individual would borrow a sum of money and use it to buy gold. He would simultaneously enter into...

Transfer Of Property To Grantor Trust Did Not Produce Losses: June 3, 2020 - Bulletin Print Report; S owned IDG, an 'S' corporation in the business of buying land and developing it into finished lots. By 2007, IDG had acquired three parcels of real property, V, P, and...

The "Boot" Went In The Wrong Direction: June 3, 2020 - Bulletin Print Report; LTR 201948001, August 30, 2019, describes a rather garden variety"leveraged" spin-off which the I.R.S. later determined, well after the ruling was issued, was a...

Property Not Used In a Trade Or Business: June 3, 2020 - Volume 14 Issue 106 Print Report; Prior to 1967, each petitioner had been a shareholder in R, which was activelyengaged in the business of owning and operating a motel-restaurant and cocktail lo...

Income From a Limited Partnership Interest Is UBTI: June 2, 2020 - Volume 14 Issue 105 Print Report; The taxpayers were established as profit sharing trusts qualified under Sec. 401(a) by SBNC, SBNA, and SBNP. On July 1, 1974,...

Retroactive Tax Provision Violates Due Process Clauses: June 2, 2020 - Bulletin Print Report; P was a non-resident of New York during 2009-2011. Prior to July 31, 2009, P owned 50 percent of the shares of ESPI, a New York domestic corporation that had in place a valid e...

Pension Plan Participants Cannot Sue For Breach Of Fiduciary Duties: June 2, 2020 - Bulletin Print Report; Plaintiffs are retired participants in U.S. Bank's retirement plan. The plan is a defined-benefit plan, not a defined-contribution plan. In a defined-benefit plan, retirees...

Scheme To Elongate Holding Period Fails: June 1, 2020 - Bulletin Print Report; Various provisions of the Internal Revenue Code provide favorable treatment when taxpayers dispose of capital assets with holding periods that exceed designated periods of time...

Gain From Sale Of Passive Investment Not "Business Income": June 1, 2020 - Bulletin Print Report; In 1993, MN incorporated NI in Virginia to develop and sell combat and tactical gear. In 2003, NI transferred its assets to B, a limited liability company, in exchange for a 78...

Lack Of "Reasonable Prospect Of Recovery" Proven: June 1, 2020 - Bulletin Print Report; In September 1997, the As began investing in securities with OK. In late 1999, the As opened investment accounts at D. D was operating a "pump and dump" scheme. To me...

Accounting For a Bargain Sale of Property To a Charity: June 1, 2020 - Volume 14 Issue 104 Print Report; During the taxable year, an individual taxpayerconveyed unimproved real property subject to an outstanding mortgage in the amount of $10x to an organization des...

Altaba's Liability Reserves: May 29, 2020 - Bulletin Print Report; In Altaba's"Petition for Determination," recently filed with the Delaware Chancery Court, in which the companyenumerates the various actual and contin...

TUP Seeks To Retire Notes At A Steep Discount To Their Principal Amount: May 29, 2020 - Bulletin Print Report; Tupperware Brands Corporation, ("TUP"), recently announced the commencement of an offer, (the "Tender Offer"), to purchase, for cash, up to $175 million agg...

Litigation Support Agreements Did Not Give Rise To Loans: May 29, 2020 - Bulletin Print Report; Petitioner, ("P"), practiced law in Chicago with a focus on class action litigation. He executed "litigation support agreements." Under these agreements, th...

Electricity Is Tangible Personal Property: May 29, 2020 - Bulletin Print Report; Taxpayer, ("TP"), owns and operates electric vehicle charging stations. Customers pay for charging time, plus a $1.00 session fee. Additional charges are applied ...

Accelerating a Sec. 481 Adjustment: May 29, 2020 - Volume 14 Issue 103 Print Report; PRS, a partnership, commenced business in 1965 and established two separate businesses, a "P" business and a "T" business. &...

The Willens Deal Survey May 2020: May 28, 2020 - The Deal Survey: May 2020 Print Report; Welcome to our summary of deals for May 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Below Market Sale Does Not Give Rise To a Deduction: May 28, 2020 - Volume 14 Issue 102 Print Report; Fischer, (F),was the president and a member of the board of directors of Medalists Industries, Inc., (M).He owned 12,015 shares of M's common stock an...

Development Fees Not A Reliable Indicator Of Cost: May 28, 2020 - Bulletin Print Report; Sec. 1603 of the American Recovery and Reinvestment Tax Act of 2009, ("ARRA"), requires the Secretary of the Treasury to provide a grant to each person who places in...

Tax Allocation Agreement Created An Agency Relationship For Refunds: May 27, 2020 - Bulletin Print Report; This matter is before the court upon remand from the Supreme Court. Two entities claim ownership of the federal tax refund that is at the heart of this case. The first is UWBI,...

Royalties Are Excluded From UBTI: May 27, 2020 - Volume 14 Issue 101 Print Report; The organization is exempt from tax under Sec. 501(c)(3). Its purposes are to improve the economic and working conditions of its members, all ofwhom are profess...

Lessee Was The Owner Of Leasehold Improvements: May 27, 2020 - Bulletin Print Report; The County owns and leases land to the Airport Authority to operate the Sedona (Arizona) Airport. In 1982, the Airport Authority subleased several acres to Sky Ranch to build a...

South Carolina Discriminates Against Railroads: May 26, 2020 - Bulletin Print Report; Congress enacted the "4-R" Act to "restore the financial stability of the railway system of the United States," and sought to achieve this goal by targeting...

Extracting Cash In Connection With a Spin-Off: May 26, 2020 - Volume 14 Issue 100 Print Report; D is a State A corporation and is the common parent of an affiliated group of corporations that join in the filing of a consolidated income tax return (the "D Gr...

Property Used As A Daycare Center Not Exempt From Tax: May 22, 2020 - Bulletin Print Report; Defendantappeals from the circuit court's order reversing the Department's decision that plaintiffs, the University of Chicago, ("UC"), and Bright Horiz...

Detroit Has Adopted An Origin Test For Services: May 22, 2020 - Bulletin Print Report; H is a law firm that operates offices within and outside Detroit. Each year H apportions its net profit using a three-factor formula, known as the "business allocation per...

Computing Impermissible Tenant Service Income: May 22, 2020 - Volume 14 Issue 99 Print Report; Y, a real estate investment trust, (REIT), owns a high rise apartment building, Building P. Building Pcontains 100 apartments, of which 95 are standard, unfurni...

Exemption From Tax Not Fixed On The Valuation Date: May 21, 2020 - Volume 14 Issue 98 Print Report; Until March 4, 2011, the land occupied by the Arizona Center was owned by the City of Phoenix, and therefore was covered by the constitutional exemption from taxation...

Involuntary Conversion Not A "Sale": May 21, 2020 - Bulletin Print Report; On May 14, 2018, Mr. E purchased a 2018 Chevrolet Malibu, ("Chevy"). On October 5, 2019, Mr. E purchased a 2019 Ram Truck, ("Truck"). On October 31, 2019, M...

FBAR Penalties Need Not Run The Gauntlet Of The Eighth Amendment: May 20, 2020 - Bulletin Print Report; The statute at issue in this case states as follows: "In the case of any person willfully violating...any provision of Sec. 5314---the maximum penalty...shall be increased...

Stock of Former 'S' Corporation Eligible for Sec. 1042: May 20, 2020 - Volume 14 Issue 97 Print Report; Company, (C), has never had any stock outstanding that was "readily tradable on an established securities market". TP has owned all of the outstanding stock...

Coupons Can Reduce The Purchase Price Of Taxable Items: May 20, 2020 - Bulletin Print Report; On June 24, 2015, TP filed a petition with the BOA requesting a refund of sales tax paid on purchases made at BJ's Wholesale Club, ("BJ's"), with coupons. BOA...

An Estate Is Not an Individual: May 19, 2020 - Volume 14 Issue 96 Print Report; The decedent died testate on July 4, 1955. Included in her gross estate were 2,500 shares of stock of LBC, Inc., (LBC); the remaining stock was owned by the decedent&...

TRS Can Render Tenant Services: May 19, 2020 - Bulletin Print Report; TP is a REIT. TP's business consists of the acquisition, financing, and owning of real property to be leased to third-party tenants in the healthcare sector. TP primarily i...

PNC's Contribution To Reducing The Nation's Deficit: May 18, 2020 - Bulletin Print Report; PNC Financial Services Group, Inc., ("PNC"), owned nearly 35 million shares of the capital stock of BlackRock, Inc., ("BR") for a considerable period of tim...

IPO Costs Are Netted Against The Proceeds Therefrom: May 18, 2020 - Bulletin Print Report; In Year 1, TP was a privately-held corporation. In Year 2, TP began planning an IPO and completed the offering and became a publicly traded company. TP incurred a number of cos...

Equitable Tolling Doctrine Does Not Apply to Sec. 6511: May 18, 2020 - Volume 14 Issue 95 Print Report; In each case, a taxpayer paid the I.R.S. several thousand dollars that he did not owe. In each case, the taxpayer filed an administrative claim for refund several yea...

Liberty Media Is Distributing "Bargain" Rights: May 15, 2020 - Bulletin Print Report; Liberty Media Corporation, ("LMC"),in order to raise funds with which to repay a loan, is hopingto raise thosefunds from its shareholders. In partic...

Trust Formed By New York Grantor Is A "Resident Trust": May 15, 2020 - Bulletin Print Report; Trust, ("T"), is an irrevocable, non-grantor trust that was established by G for the benefit of G's descendants, some are which are domiciled in New York. G was d...

Decline In Conversion Ratio Does Not Precipitate "Deemed Distribution": May 15, 2020 - Volume 14 Issue 94 Print Report; Company, (C), has outstanding "x" shares of Common Stock and "y" shares of Preferred Stock. The Preferred Stock pays a per share dividend substant...

Storage Of Aircraft Does Not Constitute Use Or Consumption: May 15, 2020 - Bulletin Print Report; AL is a certificated air carrier engaged in the business of transporting passengers and cargo within the U.S. and throughout the world. As a result of the COVID-19 pandemic and...

"Available" Deduction Is An "Allowable" Deduction: May 14, 2020 - Volume 14 Issue 93 Print Report; Prior to 1978, petitioners purchased land in San Bernardino, California. During 1978 and 1979, they caused seven one-story office buildings to be constructed on the p...

Express Allocation In Settlement Agreement Governs Taxation: May 14, 2020 - Bulletin Print Report; NCA is a real estate development and investment firm. DZ owned NCA. DZ worked with DN and RC to find properties to develop in the Los Angeles area. In 2005, they connected with...

Exempt Property Can Offset Pre-Petition Debt: May 14, 2020 - Bulletin Print Report; On May 29, 2014, the Cs filed a bankruptcy petition under Chapter 7 of the bankruptcy code. In their petition, the Cs listed the I.R.S. as a priority creditor, and identified p...

I.R.S. Issues Proposed Regulations Regarding Fines And Penalties: May 13, 2020 - Bulletin Print Report; In an effort to implement the changes enacted by the TCJA to the Internal RevenueCode (see Sec. 162(f)) regarding the deductibility of "fines, penalties, and other a...

Sec. 351 Transaction Can Terminate A Partnership: May 13, 2020 - Volume 14 Issue 92 Print Report; S, a corporation, is wholly owned by a taxpayer. The taxpayer also owned a 50 percent interest in the capital and profits of PYZ, a partnership. ...

Electricity Generator Was A "Qualified NY Manufacturer": May 13, 2020 - Bulletin Print Report; Petitioner, ("P"), a Delaware corporation, provides wholesale energy through its wholly owned limited liability companies, R and C. P acquired R on August 26,2008 fro...

"At The Time Of The Transfer" Means Just That: May 13, 2020 - Bulletin Print Report; Ohio employers are required to pay into the state's unemployment compensation fund. An employer's annual unemployment-contribution rate is based in part on the amount o...

"Financial Disability" Not Shown To Exist: May 12, 2020 - Volume 14 Issue 91 Print Report; R seeks a refund of federal income tax. He filed his 2005 tax return and paid taxes for that year on April 15, 2006. On June 28, 2010, after realizing the alternative...

Merger Involving Only Foreign Corporations Can Be An 'A' Reorganization: May 12, 2020 - Bulletin Print Report; On May 11, 2020, SSR Mining, Inc., ("SSRM"), and Alacer Gold Corporation, ("ASR"), announced that they have entered into a definitive agreement to combine &...

Income From Receipt Of Carbon Credits Excluded From Gross Receipts: May 12, 2020 - Bulletin Print Report; TP is exempt from tax under Sec. 501(c)(7) of the Code. It owns acres...in which its members hike, hunt, and fish. State enacted a statute that sets limits on greenhouse gas em...

Split-Off Preceded By Equity-For-Debt-Exchange: May 11, 2020 - Bulletin Print Report; Prior to the proposed transaction, which is Danaher Corporation's split-off of Envista Holdings Corporation, "D" and its subsidiaries will be engaged in the D Bus...

The "TMT" Is Not A Creditable Tax: May 11, 2020 - Bulletin Print Report; APP was a partner with KPMG, an accounting firm doing business in multiple states. Because KPMG did business in multiple states, KPMG partners owed taxes in those states based...

Withdrawal From A Partnership: May 11, 2020 - Volume 14 Issue 90 Print Report; L is a limited partner in partnership GL to which he contributed $10,000 in cash upon its formation. His distributive share of partnership items of income and loss is...

The "BPOL" Tax Is A Tax On Internet Access: May 8, 2020 - Bulletin Print Report; The issues to be decided are (1) whether Virginia's "BPOL" tax is a tax on internet access, making it preempted by the Internet Tax Freedom Act, ("ITFA"...

How Do NOLs Fare In Bankruptcy?: May 8, 2020 - Bulletin Print Report; Several prominent retailers have already filed for bankruptcy and the economic numbers are telling us that many more bankruptcy filings seeminevitable. There are usually...

Boot in a Sec. 351 Transaction: May 8, 2020 - Volume 14 Issue 89 Print Report; X Corporation, (X), operated its business in two separate divisions, (D1 and D2), keeping a separate bank account and a separate set of books for each division....

Positive "AAA" Prevents Dividend Income: May 7, 2020 - Bulletin Print Report; M corporation, ("M"),which was originally organized as a C corporation, made an 'S' election several years later. M has followed Sec. 168(k), allowing S...

Receipts From Texas Satellite Radio Subscribers Apportioned Thereto: May 7, 2020 - Bulletin Print Report; Texas imposes a franchise tax on each taxable entity that does business in this state. Generally, a taxable entity's franchise tax liability is calculated by first determin...

No Deduction For Donation of "Facade Easement": May 7, 2020 - Volume 14 Issue 88 Print Report; In December, 2003, the taxpayer, (K), entered into an agreement with the National Architectural Trust, (NAT), pursuant to which K gave to NAT a facade easement

Tax Cuts & Jobs Act Does Not Disturb Closing Agreement: May 6, 2020 - Bulletin Print Report; In Year 1, S and other "Ws" of Product 1 executed Agreement A with the "Xs" to resolve claims by the Xs for...relief. Agreement A requires each W to remit a...

Coffee And Tea Brewers Were Used To Process "TPP": May 6, 2020 - Bulletin Print Report; The Alabama legislature has imposed an excise tax on the...use...in this state of tangible personal property, ("TPP"), at the rate of four percent of the sales price...

Marijuana Purveyor Found To Be A "Reseller": May 6, 2020 - Bulletin Print Report; In 2010, R obtained a license from the city of Richmond, California, ("RI"),to open a medical marijuana facility. During the years in issue, R operated a medica...

Contribution of a Partnership Interest: May 6, 2020 - Volume 14 Issue 87 Print Report; L became a limited partner in a partnership upon its formation in 1971. In 1974, he contributed his partnership interest to a charitable organization described in Sec...

I.R.S. Temporarily Reduces A REIT's "Cash Limitation Percentage": May 5, 2020 - Bulletin Print Report; In recognition of the need "for enhancing liquidity during the current period of economic disruption," the I.R.S. has issued a revenue procedure, Rev. Proc. 2020-19,...

Physical Presence Required For Imposition of Premiums Tax: May 5, 2020 - Volume 14 Issue 86 Print Report; Prior to 2001, United Parcel Service, Inc., (UPS), included the income of UPINSCO and UPS Re on the affiliated group's Indiana corporate income tax return. In 200...

The FBAR Penalty Is Primarily Remedial: May 5, 2020 - Bulletin Print Report; In 1970, Congress enacted the Bank Secrecy Act, ("BSA"), in order to combat money laundering in the U.S. Pursuant to the BSA, U.S. "persons" are required to...

Theater Workers Found To Be Statutory Employees: May 5, 2020 - Bulletin Print Report; WPPis a non-profit off-Broadway theater company that produces plays written and directed by women. The Department of Labor concluded that WPP owed additional tax contribu...

Loral To Pay Special Dividend: May 4, 2020 - Bulletin Print Report; On April 30, 2020, Loral Space & Communications, Inc., ("L"), announced that its Board of Directors has declared a "special dividend" in the amount of $...

Receipts From F-16 Sales Are Not "Texas Gross Receipts": May 4, 2020 - Bulletin Print Report; The Arms Export Control Act restricts sales of U.S.-manufactured military goods to foreign governments. Defense articles of greater military sensitivity, including the F-16 fig...

COD Income Can Arise From A "Significant Modification" Of Debt: May 4, 2020 - Bulletin Print Report; We have recently seen some prominent companies engage in acts that, unless ameliorativecorrective action is taken, could lead to a finding that they have "defaulted&...

Contingent Interest Is Good REIT Income: May 4, 2020 - Volume 14 Issue 85 Print Report; A REIT entered into a loan agreement with X. Under the agreement, X borrowed $4,500,000 from the REIT for a term of five years to be used solely to acquire 200 acres...

Book Seller's Club Membership Fees Subject To Sales Tax: May 1, 2020 - Bulletin Print Report; B operates a discount book retail business headquartered in Birmingham, Alabama. B sells books, magazines, collectible supplies, cards, and other gifts in retail stores through...

Expenses Funded By "Covered Loans" Not Deductible: May 1, 2020 - Bulletin Print Report; Easily the most controversial aspect of the CARES Act, (the "Act"), is the well-publicized Paycheck Protection Program, ("PPP"), which was enacted by Sec. 1...

Inadvertent Termination of 'S' Election: May 1, 2020 - Volume 14 Issue 84 Print Report; X was formed in State on Date 1. X made an election to be treated as an 'S' corporation, effective Date 1. X's ma...

Sign Support Components Constitute Tangible Personal Property: April 30, 2020 - Bulletin Print Report; TP designs, manufactures, and installs signs and building fascia used in facility branding. The Department's auditor assessed sales tax on TP's sale and installation of...

Ford's Isolated Recapitalization: April 30, 2020 - Volume 14 Issue 83 Print Report; Corporation, (C), which is Ford Motor Company, is primarily engaged in Business A. C has two classes of stock, Class A Common Stock and Class B Common Stock. The Clas...

The Willens Deal Survey April 2020: April 29, 2020 - The Deal Survey: April 2020 Print Report; Welcome to our summary of deals for April 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

The Government's "Risk Corridor" Obligations Must Be Satisfied: April 29, 2020 - Bulletin Print Report; In 2010, Congress passed the Patient Protection and Affordable Care Act, ("ACA"). The ACA called for the creation of "Health Benefit Exchanges" in each Stat...

Structural Components As Real Property: April 29, 2020 - Volume 14 Issue 82 Print Report; An unincorporated trust, otherwise qualifying as a real estate investment trust,(REIT), plans to invest in obligations secured by mortgages on real property, in...

Partnership Distributions Found To Be "Dividends": April 29, 2020 - Bulletin Print Report; Deere & Company, ("D"), is the sole member of the limited liability company, JDH-US. D and JDH-US formed the partnership, JDH-Lux. The Partnership Agreement named...

Will Loews Wreak Havoc On Diamond Offshore's NOLs?: April 28, 2020 - Bulletin Print Report; On April 26, 2020, Loews Corporation's, ("LC"), 53 percent owned subsidiary, Diamond Offshore Drilling, Inc., ("DOD") (and certain of DOD'ssub...

Exchanging Timberlands: April 28, 2020 - Volume 14 Issue 81 Print Report; TP owned 50 acres of timberland in fee which he held for investment purposes. Over the previous ten years TP had sold most of the merchantable timber growing on its l...

Rental Property Not Used Primarily For "Commercial" Purposes: April 28, 2020 - Bulletin Print Report; Plaintiffs each purchased property in a Chicago enterprise zone with the intent to continue operating it as affordable housing under section 8 of the United States Housing Act...

Installment Sale Gain Escapes Virginia Taxation: April 27, 2020 - Bulletin Print Report; TP is a Virginia, ("V"), resident who owns stock in an 'S' corporation that apportions approximately 10 percent of its income to V. TP intends to sell all of...

Bank Denied NOL Deduction: April 27, 2020 - Bulletin Print Report; In 2010, NBSC merged with CBT and was renamed SynovusBank, ("P"). CBT reported net operating losses, ("NOLs") for 2009; NBSCreported NOLs for 20...

Bona Fide Losses Are Deductible: April 27, 2020 - Volume 14 Issue 80 Print Report; The question is whether trusts may recognize capital losses generated by stock sales between themselves. The answer is yes. See Widener et al. v. Commissioner

Assessing The Tax Treatment Of Payments To CT Homeowners: April 24, 2020 - Bulletin Print Report; In August 2015, agencies of the State of Connecticut, ("CT"),began investigating complaints by homeowners concerning the premature deterioration of the concrete...

NOL Provisions Of The "CARES" Act: April 24, 2020 - Bulletin Print Report; We are expecting numerous corporations to sustain net operating losses, ("NOLs"), in 2020 for obvious reasons. An NOL arises when a corporation's allowable deduct...

Sec. 1031(f)(4) Denies Taxpayer Nonrecognition Treatment: April 24, 2020 - Volume 14 Issue 79 Print Report; A owns real property (P1) with a fair market value of $150x and an adjusted basis of $50x. B owns real property (P2) with a fair market value of $150x and an adjusted...

Double Taxation Of Undistributed Capital Gains Of RICs: April 23, 2020 - Bulletin Print Report; The taxpayer, a regulated investment company, ("RIC"), for federal income tax purposes, requests a ruling regarding whether it is permitted to subtract its shareholde...

Pension Plan Imposed An "Active Service" Requirement: April 23, 2020 - Bulletin Print Report; The General Court of New Hampshire, ("legislature"), enacted the Plan as "a defined benefit plan providing disability, death, and retirement protection to member...

Daily Fantasy Sports Contests Are Not "Gambling": April 23, 2020 - Bulletin Print Report; On April 4, 2016, DB filed a complaint against W. The complaint alleged that DB and W had engaged in a daily fantasy sports, ("DFS"), contest on a website known as Fa...

Retailers Denied Sales Tax Refunds: April 23, 2020 - Volume 14 Issue 78 Print Report; Plaintiffs, as retailers, entered into agreements with financing companies to issue "private label credit cards" (PLCC). When a customer makes a purchase wi...

Rent Free Use Of Railroad Track Not A Gift Of Public Funds: April 22, 2020 - Bulletin Print Report; During the Second World War, the War Department of the U.S. government used its eminent domain powers to acquire hundreds of square miles near the Columbia River (in the State...

Taxpayer Not Eligible For "Separation From Service" Exception: April 22, 2020 - Bulletin Print Report; Petitioner, ("P"), worked for R until 1987. He later worked for N until 1999. P has been "generally unemployed" since 2002, when he was 46 years of age. In...

I.R.S. Will "Reconsider" Liberal FTC Ruling: April 22, 2020 - Bulletin Print Report; The I.R.S. has decided to reconsider a revenue ruling it issued nearly 50 years ago regarding the limitations period for filing claims for refund (or credit) ofoverpaymen...

Timber Is "Part of the Land": April 22, 2020 - Volume 14 Issue 77 Print Report; TP is an individual who was married to K. Together, they acquired substantial acreage in timberlands for investment. They divorced in Year 1, but continued holding th...

Conservation Purposes Not Protected "In Perpetuity": April 21, 2020 - Bulletin Print Report; H owns the historic Tremaine Building in Cleveland, Ohio. H donated an easement in the facade of the building and certain airspace restrictions associated with the building to...

Governmental Grants Included In Gross Income: April 21, 2020 - Bulletin Print Report; TP is a municipal corporation formed under the laws of State. TP established Program. Program provides grants on behalf of eligible homeowners with adjusted gross inco...

Is Liberty TripAdvisor Holdings, Inc. Preparing To End Its Existence?: April 21, 2020 - Bulletin Print Report; Last week, amid unprecedented peregrinationsin its stock price, Liberty TripAdvisor Holdings, Inc. ("LTRPA") was forced to report that "it is not aware of...

When Is a Guarantee Fee "Incurred": April 21, 2020 - Volume 14 Issue 76 Print Report; TP was formed as a limited liability partnership for the purpose of constructing and operating a residential housing project. In order for TP to receive a lower inter...

Energy Transfer L.P. Is Not An "Investment Company": April 20, 2020 - Bulletin Print Report; X, which we believe is Energy Transfer L.P., is a publicly-traded partnership within the meaning of Sec. 7704(b) of the Code that is classified as a partnership for federal inc...

Solar Energy System Exempt From Property Tax: April 20, 2020 - Bulletin Print Report; The school district adopted a resolution to opt out of a tax exemption for the value of solar energy systems subsequently installed on real property within the school district....

When Does A Private Equity Business Begin?: April 20, 2020 - Bulletin Print Report; In 2007, PH formed GSEas a sole proprietorship. PH intended for GSEto operate as a holding company for insurance businesses he hoped to acquire and nurture. In late...

Depreciation Of Automobile Not Deductible: April 20, 2020 - Volume 14 Issue 75 Print Report; During 1974, JE was required to make 48 trips between his residence and his physician in order to receive needed medical treatment. In making these trips, JE and his...

Lawn Care Business Not Exempt From Use Tax: April 17, 2020 - Bulletin Print Report; Michigan's use tax exempts property consumed in the "tilling, planting, caring for or harvesting things of the soil..." The question presented is whether the Legi...

Property "Damaged" By COVID-19 Not Eligible For Texas Tax Exemption: April 17, 2020 - Bulletin Print Report; Sec. 11.35 of the Texas Tax Code, enactedin response to the physical damage Hurricane Harvey caused to property in the coastal region in 2017, creates...

Exhibiting At Trade Show Created Substantial Nexus: April 17, 2020 - Bulletin Print Report; TP is a California-based company that did not have any employees located in Washington until November 2012. In 2010, 2011, and 2012, however, TP sent employees to Seattle, ...

Disgorging E&P of an 'S' Corporation: April 17, 2020 - Volume 14 Issue 74 Print Report; C was incorporated in 1946 and its principal business activity is leasing improved real property. On December 29, 1986, C elected to be treated as an 'S' corp...

Berkshire Hathaway's Stock Dividends From OXY Will Be Taxable: April 16, 2020 - Bulletin Print Report; Berkshire Hathaway, as it is known to do, came to Occidental Petroleum's rescue in the latter's efforts to acquire AnadarkoPetroleum Corporation. Crucial funding...

University Basketball Games Escape Connecticut "Admission" Tax: April 16, 2020 - Volume 14 Issue 73 Print Report; The University (most likely the University of Connecticut, or UConn) is an entity exempt from federal income tax under Sec. 501(c)(3) of the Internal Revenue Code. Th...

Interest Paid On Appraisal Award Is Taxable As Such: April 16, 2020 - Bulletin Print Report; On August 22, 1997, SMC was merged into S, a privately-held Delaware corporation. At the time of the merger, G held 120,000 shares of the common stock of S. As a result of the...

Change In Method Of Accounting Invokes Sec. 481: April 16, 2020 - Bulletin Print Report; During 2012, petitioners owned and rented two real estate properties in Hawaii. They purchased the first property, ("BH"), in September 2003 for $1,600,000. They purc...

Baker Hughes Will Write-Off 75 Percent Of Its Goodwill Balance: April 15, 2020 - Bulletin Print Report; Baker Hughes, ("BKR"), in light of the "significant decline in oil and gas prices and the COVID-19 Pandemic," decided it could not wait until July 1st to pe...

Split-Off Preceded By Property Exchange: April 15, 2020 - Volume 14 Issue 72 Print Report; D has outstanding a single class of stock. A and B own all shares of D stock, each owning "a" shares. D is engaged in Business A and in Business B. <...

Lack Of Intent To Deceive Prevents Theft Loss Deduction: April 15, 2020 - Bulletin Print Report; On June 1, 2006, the Ss and MRSL closed the escrow for the "P" property. Shortly after moving into the P property, petitioners had problems with the well-water system...

Provider Of "VOIP" Services Required To Collect "E911" Tax: April 15, 2020 - Bulletin Print Report; TP is a foreign corporation with its commercial domicile in California. TP provides Voice over Internet Protocol, ("VOIP"), services. TP's VOIP equipment allows O...

Xperi And TiVo Have A Number Of Tax Hurdles To Surmount: April 14, 2020 - Bulletin Print Report; The merger of Xperi Corporation, ("XC"), with TiVo Corporation, ("TV"), seems to be on schedule with a second quarter closing anticipated. The merger is str...

Determining Sec. 304's "Value Test": April 14, 2020 - Volume 14 Issue 71 Print Report; I owned all ofthe outstanding stock of Y. I and C, a person not related to I, together owned all of the outstanding stock of X. I owned the Class B stock (44 sh...

Purchases By Utility Of Electricity Subject To Sales Tax: April 14, 2020 - Bulletin Print Report; Petitioner, ("P"), is a New York public utility that provides telecommunication services to consumers nationwide. In November 2013 and August 2014, P applied for refu...

A Blog Is Not An "Other Publication": April 14, 2020 - Bulletin Print Report; The City requests an advisory opinion regarding the exemption for newspapers, magazines, newsletters and other publications for purposes of the Business, Professional and Occup...

UBS Executive Denied Connecticut Resident Tax Credits: April 13, 2020 - Bulletin Print Report; MRC and MRSC, husband and wife, were domiciled in, and residents of, Connecticut, ("CT"), for the tax years 2005, 2007, and 2008. During the tax years, MRC, an execut...

Roof Replacement Expenses Must Be Capitalized: April 13, 2020 - Bulletin Print Report; Plaintiffs, ("Ps"), purchased the CD property, ("CDP"), on June 8, 1977 f