Robert Willens

5810 Results

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...

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...

"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...

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...

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...

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...

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 for $43,000. The CDP has a "steep roof" or a "steep pitch roof."...

Subordination Payments Are Rents From Real Property: April 13, 2020 - Volume 14 Issue 70 Print Report; An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), under Sec. 856 of the Internal Revenue Code, acquired the fee interest only i...

Correction Instrument Not Effective To Eliminate Real Estate Transfer Tax: April 9, 2020 - Bulletin Print Report; S is a limited liability partnership. On January 12, 2016, an Electronic Real Estate Transfer Return, ("eRETR"), was filed reporting the December 29, 2015 conveyance...

Lottery Winnings Not Constructively Received: April 9, 2020 - Volume 14 Issue 69 Print Report; In 1989, J was employed as a clerk at Nigeria's New York City Consulate. After purchasing 12 $1 lottery tickets, he hit the jackpot, winning a grand total of $26,...

Substance Over Form Doctrine Informs Insolvency Determination: April 9, 2020 - Bulletin Print Report; MRH borrowed more than $150,000 to pay costs associated with medical school for his son. These loans were fully discharged in 2011. That same year, MRHreceived a non-taxa...

Child Contingency Turns Deductible Alimony Into Child Support: April 8, 2020 - Bulletin Print Report; Petitioner, ("P"), and his former spouse were married for 14 years and had four children together before they officially dissolved their marriage on April 19, 2010. T...

Taxpayer Eligible For Wholesale Sales Exemption From Use Tax: April 8, 2020 - Bulletin Print Report; PF purchases meals from a third party, HSG, without paying sales tax; provides the meals to its residents as a component of its nursing home services; and includes the cost of...

Real Estate Taxes Paid By Lessee Are Rents From Real Property: April 8, 2020 - Volume 14 Issue 68 Print Report; In its operations, an unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), purchased the land underlying an apartment complex and acq...

Environmental Credit Sales Give Rise To Business Income: April 8, 2020 - Bulletin Print Report; American Honda Motor Company, Inc., ("AH"), is the principal United Statessubsidiary of Honda Motor Co., a Japanese corporation. AH has a long-standing traditio...

UTX And RTN Have Combined To Form RTX: April 7, 2020 - Bulletin Print Report; On Friday, April 3, 2020, Raytheon Technologies Corporation, ("RTX"), was born. RTX is the product of the highly touted "merger of equals" transaction in wh...

Repurchasing Escrowed Stock: April 7, 2020 - Volume 14 Issue 67 Print Report; Under a plan of reorganization, Y Corporation, (Y), acquired all ofthe properties of X Corporation, (X), solely in exchange for 40,000 shares of voting common s...

Film Exhibition Costs Are Not "Cost Of Goods Sold": April 7, 2020 - Bulletin Print Report; Since 1893, the State of Texas has imposed a franchise tax on most domestic and foreign corporations operating in this State. Determining a taxable entity's franchise tax l...

Rental Fees Are Not Tax-Exempt "Demurrage": April 7, 2020 - Bulletin Print Report; Airgas, ("AG"), sells industrial, medical, and welding gases. Its customers take delivery of the gases in steel cylinders that AG owns. AG charges a rental fee of 12...

The "SRP" Is Not An "Excise Tax On A Transaction": April 6, 2020 - Bulletin Print Report; Debtor, ("D"), filed a voluntary petition for relief under Chapter 13 of the U.S. Bankruptcy Code on August 12, 2019. The I.R.S. filed a proof of claim, ("Claim&...

Undistributed 'S' Corporation Income Is Not Debt: April 6, 2020 - Bulletin Print Report; Atek was an 'S' corporation formed in 1996 by AT and EK. Atek was a construction company. In 2002, AT gave 10 percent of his stock to MT. For tax years 2002 and 2003, A...

Lawsuit Settlement Agreements Are Binding Contracts: April 6, 2020 - Bulletin Print Report; D appealed the local property tax assessments on his commercial properties. On February 21, 2019, the parties entered into a stipulation of settlement reducing saidassess...

When Is Cosmetic Surgery Medical Care?: April 6, 2020 - Volume 14 Issue 66 Print Report; TPA undergoes mastectomy surgery that removes a breast as part of treatment for cancer and pays a surgeon to reconstruct the breast. ...

Investment Adviser Relegated To Place Of Performance Sourcing: April 3, 2020 - Bulletin Print Report; P is incorporated under the laws of New York. P is a wholly owned subsidiary of BTG S.A. BTG S.A. is a wholly owned subsidiary of BSA. P is the sole member of US BD and US AM....

Tardy Taxpayer Denied Adoption Tax Credit: April 3, 2020 - Bulletin Print Report; S's adoption of her son, a child with "special needs," was finalized in 2003, but S did not claim a credit for "qualified adoption expenses" for the 200...

Calculating a REIT's NOL: April 3, 2020 - Volume 14 Issue 65 Print Report; TP is a REIT. For its taxable year ended Date 2, TP had a net capital gain of approximately "$a." For the same taxable year, TP generated a net operating lo...

MSG Board Approves Spin-Off: April 2, 2020 - Bulletin Print Report; On March 31, 2020, the Board of Directors of Madison Square Garden, Inc., ("Registrant"), approved the distribution to its shareholders of the common stock of a newly...

T-Mobile And Sprint Complete Their Business Combination: April 2, 2020 - Bulletin Print Report; Ironically, April 1, 2010 is now officially the date on which the long-awaited, and seemingly doomed, business combination of T-Mobile US, Inc., ("T"), and Sprint Cor...

Real Estate Partnership Is Not An Exempt "Investment Partnership": April 2, 2020 - Bulletin Print Report; 1. Partnership, ("PS"), is a Limited Partnership owned by six limited partners. 2. PS owns real estate in North Carolina, ("NC"). 3. One of the partners res...

Services Did Not "Taint" Otherwise Qualifying Rents: April 2, 2020 - Volume 14 Issue 64 Print Report; X is a REIT. X had contracted with an independent contractorto provide services and perform managerial and operational functionswith respect toits c...

Are Stock Dividends In The Offing For REITs?: April 1, 2020 - Bulletin Print Report; In order for a real estate investment trust, ("REIT"), to maintain its tax status it must, among other things, distribute to its shareholders at least 90 percent of i...

Indefinite Assignment Shifts Location Of "Tax Home": April 1, 2020 - Bulletin Print Report; B operates a "concierge CFO" business called "Project Next," ("PN"), in which he contracts with companies to manage their finances and to lead and...

Where Do LendingTree's Customers Receive The Benefit Of Its Service?: April 1, 2020 - Bulletin Print Report; LendingTreeLLC, ("L"), operates an online loan marketplace that matches prospective borrowers with potential lenders. Interested borrowers can complete an onlin...

Terminating the Two-Person Partnership: April 1, 2020 - Volume 14 Issue 63 Print Report; In 1946, Mr. McClausen, (M), and his brother, (B), formed a partnership to engage in the floral business. On October 17, 1956, M and B executed an agreement which pro...

Convenience And Order Processing Fees Not Subject To Sales Tax: March 31, 2020 - Bulletin Print Report; The taxpayer, ("TP"), operates the Event Center in Salt Lake City, Utah. The Utah Jazz play their home games at the Event Center. TP sells tickets to the events held...

When Is A Dividend Includible In Gross Income?: March 31, 2020 - Volume 14 Issue 62 Print Report; P is a wholly-owned subsidiary of FW, a publicly held resident foreign corporation organized under the laws of the U.K. . P owns all of the stock of E, a Canadian cor...

Parking Revenues Qualify As "Rents From Real Property": March 31, 2020 - Bulletin Print Report; TP and REIT A, (together, "Companies"), have each elected to be taxed as a REIT. REIT A and LLC, a REIT,plan to develop an unimproved parcel in Area, ("Par...

When Can A Delaware Corporation Repurchase Its Stock?: March 31, 2020 - Bulletin Print Report; At the risk of incurring the wrath of certain politicians, those corporations who are not participating in government loan programs (and are therefore temporarily barred from r...

Termination Of A Trust Is Not Analogous To A Merger: March 30, 2020 - Bulletin Print Report; Per Illinois Code, a tax is imposed on the privilege of using any motor vehicle acquired by...transfer... Similar language is used for the Aircraft and Watercraft Use Tax. In 2...

Supreme Court Approves Use Of "But For" Causation Test: March 30, 2020 - Bulletin Print Report; Mr. B.A. owns Entertainment Studios Network, ("ESN"), the operator of seven television networks. ESN sought to have Comcast, ("C"), carry its channels. C re...

Airbnb, Inc. Does Not Exercise A Taxable Privilege: March 30, 2020 - Bulletin Print Report; The Companies each manage an online platform that permits property owners or their agents, ("Owners"), to list and advertise their properties for short-term accommoda...

Guaranteed Payments Deductible For NYC UBT Purposes: March 30, 2020 - Volume 14 Issue 61 Print Report; Petitioner, an Ohio limited partnership, owns and operates the New York Yankees. Five limited partners withdrew from the partnership and, pursuant to the partnership...

Cruise Lines Appear To Be Ineligible For Loan Guarantees: March 27, 2020 - Bulletin Print Report; The cruise line companies are able, for the most part, to avoid U.S. tax consequence with respect to the income they earn "from the international operation of ships...&quo...

A Mixture Of Butane And Gasoline Is Not An "Alternative Fuel Mixture": March 27, 2020 - Bulletin Print Report; Plaintiff, ("P"), alleges that it is a producer of a mixture of butane and gasoline. P filed amended returns that claimed the alternative fuel mixture credit, ("...

Another Victory For Fannie Mae and Freddie Mac: March 27, 2020 - Volume 14 Issue 60 Print Report; Hall County, Georgia, argues that it is entitled to collect taxes from theDefendants pursuant to O.C.G.A. Sec. 48-6-1. That statute imposes a tax "on each...

The Senate COVID-19 Bill Features Certain Significant Tax Provisions: March 26, 2020 - Bulletin Print Report; While tax relief is hardly the principal focus of the Senate's attempt to soften the economic blow that COVID-19 is visiting on the country, there are certain interesting a...

Bakery Had No "Nexus" With Florida: March 26, 2020 - Bulletin Print Report; TP is an "X" corporation. It is a bakery solely dedicated to the exclusive manufacture and sale of brownies, cookies, and bars for human consumption. At times, TP'...

Casualty Loss Does Not Generate Sales Tax Refund: March 26, 2020 - Bulletin Print Report; On December 22, 2010, DG purchased a 2008 Toyota Camry. On June 10, 2019, DG and her husband, PG, purchased a 2016 Toyota Prius. On August 30, 2019, DG suffered a "compreh...

Classifying Expenses Incurred By a Bankruptcy Trustee: March 26, 2020 - Volume 14 Issue 59 Print Report; M Corporation, (M), reported its income under the accrual method. During 1973, M filed a petition for a reorganization under Chapter X of the Bankruptcy Act. A was ap...

Butane Classified As A "Taxable Fuel": March 25, 2020 - Bulletin Print Report; In 1954, Congress enacted Sec. 4081, which imposesa tax on the removal, entry, or sale of a taxable fuel . Sec. 4083 defines taxable fuels subject to Sec. 40...

Foreign Commerce Qualifies As "Interstate" Commerce: March 25, 2020 - Bulletin Print Report; Company, ("C"), is a foreign corporation. C has neitheroffices nor "presence" in Illinois. C is global aircraft leasing company. C engages in buying,...

Conveyance of Condominium Units Not Subject To The "Mansion Tax": March 25, 2020 - Volume 14 Issue 58 Print Report; Petitioner, (P), is the sponsor of the "X" Hotel New York (Hotel). The Hotel is a high-rise luxury hotel condominium located in Manhattan, consisting of app...

The Allure Of "Market Discount" Preferred Stock: March 24, 2020 - Bulletin Print Report; On March 23, 2020, in Barron's, the always informative Andrew Barypointed out that many preferred securities, issued in many cases by household names such as Wells Fa...

Treating Myopia Constitutes Medical Care: March 24, 2020 - Volume 14 Issue 57 Print Report; A has an optical disorder known as "myopia" (nearsightedness) and is considering undergoing a procedure to correct this condition. Myopia occurs when the ey...

Limestone Purchases Exempt From Sales And Use Tax: March 24, 2020 - Bulletin Print Report; Nelson Industrial Steam Company, ("N"), produces electricity by burning petcoke to create steam that turns turbines to generate electricity for its own use and for re...

No "Prior Transfer Credit" Against Illinois Estate Tax: March 24, 2020 - Bulletin Print Report; SM died on May 21, 2015, leaving behind an estate valued at approximately $6.57 million. SM's parents preceded her in death. In 2007, SM's mother, LM, died, leaving SM...

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

Claim For Reimbursement Prevents Theft Loss Deduction: March 23, 2020 - Bulletin Print Report; Petitioner, ("P"), amended her 2017 income tax return to claim a theft loss on Schedule A for money she invested in KAI, a "Ponzischeme." The auditor...

WalMart Entitled To The "Freeport" Exemption: March 23, 2020 - Bulletin Print Report; WalMart, ("W"), filed with the Fayette County Board of Tax Assessors, (the "Board"), a business personal property tax return on March 24, 2017, for two cate...

Taxpayer Found To Be An Investor: March 23, 2020 - Volume 14 Issue 56 Print Report; M incorporated C in December, 1982, to oversee money managers charged with investing certain of his assets. M was the sole shareholder and president of C. &...

Automatic Filing (And Payment) Extension Instituted By Treasury Dept.: March 21, 2020 - Bulletin Print Report; Sec. 7508Aof the Internal Revenue Code provides the Secretary of the Treasury, or his delegates, ("Secretary"), with authority to postpone the time for performi...

BNY's Lien Was Not "Choate": March 20, 2020 - Bulletin Print Report; ALL issued a homeowner's insurance policy, (the "Policy"), to the Cs for their home in Southampton, New York. On March 6, 2015, the property sustained damage and...

Land Surveying Is Within The "Field of Engineering": March 20, 2020 - Volume 14 Issue 55 Print Report; The taxpayer, Kraatz & Craig Surveying, Inc., (KCS), is in the business of surveying land. KCS does not have any employees who are licensed engineers. At issue is...

Cincinnati Bell Finally Chooses A Suitor: March 20, 2020 - Bulletin Print Report; Cincinnati Bell, ("CB"), proved to be a very attractive target. After being pursued by several suitors, it has now entered into an Agreement and Plan of Merger with R...

Room Furnishings Not Resold To Hotel Guests: March 20, 2020 - Bulletin Print Report; DHC owned DIS and managed several dozen hotels in Missouri, ("DH"). DIS sells furnishings and supplies, ("room furnishings"), to the hotels managed by DHC....

April 15th Federal Tax Payments Are Postponed: March 19, 2020 - Bulletin Print Report; On March 13th, the President issued an emergency declaration, ("Emergency Declaration"). The Emergency Declaration instructed the Secretary of the Treasury "to p...

"Recognized" Losses Reduce E&P Of a CFC: March 19, 2020 - Volume 14 Issue 54 Print Report; P owns all of the voting stock of S, a controlled foreign corporation (CFC) within the meaning of Sec. 957(a). S owns all of the voting stock of S1, a foreign corpora...

Aircraft Found Subject To California Use Tax: March 19, 2020 - Bulletin Print Report; Appellant, ("APP"), purchased the aircraft in question on December 30, 2004 in California. The aircraft was first functionally used in California. The seller of the a...

BEP Plans To Roll Up TERP: March 19, 2020 - Bulletin Print Report; From what we can gather, Brookfield Renewable Partners, L.P., ("BEP"), is owned by Brookfield Asset Management, Inc., ("BAM"), and by the public. BEP, in tu...

Sec. 351(a) Supersedes The "Assignment of Income" Doctrine: March 18, 2020 - Volume 14 Issue 53 Print Report; A conducted a medical practice as a sole proprietorship, the income of which was reported on the cash receipts and disbursements method of accounting. ...

FLWS Will Be Buying A "Disregarded Entity": March 18, 2020 - Bulletin Print Report; Recently, 1-800-FLOWERS.COM, ("FLWS"), announced the signing of a definitive agreement to acquire PERSONALIZATIONMALL.COM, ("PM"). PM is a limited liability...

Legal Fees Allocable To Tax-Exempt Income Not Deductible: March 18, 2020 - Bulletin Print Report; In July 2011, JK appointed D to serve as a Circuit Court judge. In November 2012, D was elected to a six-year term. His term of office expired on January 7, 2019. The OCJFD&nbs...

Intuit Cannot Compel Arbitration: March 18, 2020 - Bulletin Print Report; Intuit, Inc., ("II"), owns TurboTax, ("TT"), an online tax preparation service. In 2002, II and several other tax preparation services entered into an agree...

Taxation Of "FHPs" Is Not Unconstitutional: March 17, 2020 - Bulletin Print Report; Appellants, ("APPs"), filed applications for refunds of sales tax they paid for feminine hygiene products, ("FHPs"). Their claims for refund were denied. Th...

Broker's Tax Home Was The Location Of His Clients: March 17, 2020 - Bulletin Print Report; Z is a broker specializing in helping high technology companies meet their needs for what he terms the "necessary evil" of office space. Most of his clients are headq...

Statutory Apportionment Formula Found To Be Unconstitutional: March 17, 2020 - Bulletin Print Report; MLI was an 'S' corporation headquartered in Big Lake, Minnesota. At no time did MLImaintain a permanent business location in Michigan or retain permanent employee...

Amounts Paid For Diagnostic Procedures Are Deductible: March 17, 2020 - Volume 14 Issue 52 Print Report; TPA undergoes an annual physical examination, which is performed by a physician. TPA pays for the physician's services and for laboratory tests. &...

Equitrans Midstream Corporation To "Roll Up" EQM: March 16, 2020 - Bulletin Print Report; Equitrans Midstream Corporation, ("EMC"), was spun-off from EQT on November 12, 2018. In fact, only 80.1 percent of the stock of EMC was distributed by EQT on that da...

California Resident Runs Afoul Of The "Duty Of Consistency": March 16, 2020 - Bulletin Print Report; From 2000 through 2004, appellants, ("APPs"), acting through Trust, purchased 157 shares of stock of Kiwi for $3,198,862. According to Annual Information Statements i...

State Acted As A Market Participant Not As A Regulator: March 16, 2020 - Bulletin Print Report; The Indiana East West Toll Road is one of several east-west routes across Indiana from the Illinois Border to the Ohio Border, but it is Indiana's only toll road. The India...

Depreciation Is Not A Medical Expense Deduction: March 16, 2020 - Volume 14 Issue 51 Print Report; The issue is whether petitioners are entitled to deduct depreciation as a medical expense under Sec. 213. Petitioners' so...

PEP'S Acquisition Of Rockstar Energy Beverages Has "Up-C" Overtones: March 13, 2020 - Bulletin Print Report; Pepsico, Inc., ("PEP"), announced that it has entered into an agreement to acquire Rockstar Energy Beverages, ("REB"), "the popular energy drink maker,...

Termination Payments Are Not Eligible For Capital Gain Treatment: March 13, 2020 - Volume 14 Issue 50 Print Report; B worked as an insurance agent for State Farm Insurance Company (SFIC) from 1963 to 1997 and conducted business as the WLBIA....

Tenants By The Entirety Are "One Person In Law": March 13, 2020 - Bulletin Print Report; On April 30, 2018, Husband, ("H"), sold an automobile. In May 2018, Wife, ("W"), purchased an automobile. The discrepancy in titled owners was later noticed...

USPS Postmark Trumps A Private One: March 13, 2020 - Bulletin Print Report; On November 30, 2017, respondent mailed petitioners, ("Ps"), by certified mail to their last known address, a notice of deficiency for tax year 2015. The notice of de...

Tesco plc Announces Massive "Special Dividend": March 12, 2020 - Bulletin Print Report; Tesco plcmade a stunning announcement recently regarding certain transformative transactions it has agreed to pursue. Thus, the company announced that it has entered into...

California Residents Not Allowed An "OSTC" For Arizona Taxes: March 12, 2020 - Bulletin Print Report; Appellants, ("APPs"), were California residents in 2014. In 2014, APPs, sensing a market opportunity, sold property situated in Arizona, which resulted in them recogn...

Sec. 72(t) Withstands "Rational Basis" Scrutiny: March 12, 2020 - Bulletin Print Report; Petitioner, ("P"), was a resident of Wisconsin. In 2008, when she was not yet 59 1/2 years of age, was not disabled, and was not eligible for any of the exceptions de...

Treatment For Obesity Is Medical Care: March 12, 2020 - Volume 14 Issue 49 Print Report; Taxpayer A is diagnosed by a physician as obese . Taxpayer B, by contrast, is not obese but suffers from hypertension. Taxpayer B has been directed by a physi...

CODI To Acquire A "Pass-Through" Entity: March 11, 2020 - Bulletin Print Report; Compass Diversified Holdings, ("CODI"). announced that it has entered into a definitive agreement to acquire Baton Rouge, Louisiana-based Marucci Sports, LLC, ("...

Limited Deduction for Charitable Contribution of "Sec. 306" Stock: March 11, 2020 - Volume 14 Issue 48 Print Report; In a tax-free reorganization, the petitioner, (CP), a individual, merged his six controlled corporations with andinto L Corporation, (L). In the merger, among o...

No Transfer Of Possession Or Control Of Gymnasium Equipment: March 11, 2020 - 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...

Services Performed By JV Are Treated As Performed By TRS: March 10, 2020 - Volume 14 Issue 47 Print Report; R is a real estate investment trust, (REIT). R owns and operates rental apartment properties in several major metropolitan areas. In 2002, R formed T to provide servi...

Aon To Combine With Willis Towers Watson: March 10, 2020 - Bulletin Print Report; Aon plc, ("AON"), and Willis Towers Watson plc, ("WLTW"), announced a definitive agreement to combine "in an all-stock transaction" with an implie...

Real Property Found To Be A Commercial Hotel: March 10, 2020 - Bulletin Print Report; During the years at issue, B owned a four-story building that contained 124 private rooms and was situated on approximately two acres of land in Fort Wayne, Indiana. Each room...

Sales Tax Is Imposed On "Retail Sales" Of Tangible Personal Property: March 10, 2020 - Bulletin Print Report; PC LLC is an automobile sales and service group that wholly owns a number of luxury car dealerships, each of which is organized as a limited liability company. Petitioner, (&qu...

Dividends Eligible For The DRD Constitutes "Income Not Taxable": March 9, 2020 - Bulletin Print Report; G is a New York corporation headquartered in St. Louis, Missouri. G filed as a C corporation for both federal and North Carolina, ("NC"), tax purposes. G is the paren...

Separated Spouse Not Entitled To Interest And Property Tax Deductions: March 9, 2020 - Bulletin Print Report; In 2015, MRV and MSV were separated while a divorce proceeding was pending in the Circuit Court. Throughout that year, MSVlived in the marital home. The parties had a not...

MCK Sets Final Exchange Ratio For Split-Off Of PF2 SpinCo, Inc.: March 9, 2020 - Bulletin Print Report; McKesson Corporation, ("MCK"), is in the final stages of one of the more interesting transactions we have encountered, involving a "split-off" of the stock...

Is Income Derived From Selling Call Options UBTI?: March 9, 2020 - Volume 14 Issue 46 Print Report; An organization which is exempt from income tax under Sec. 501(c)(3) regularly sells call optionson certain securities held in itsin...

Real Estate Transfer Fee Applied To "Deed In Lieu" Transaction: March 6, 2020 - Bulletin Print Report; On or about December 31, 2014, a real estate transfer return was filed reporting the conveyance of real estate, (the "Property"), from W to MSCvia Specialty War...

Commitment Fees Are Not Interest: March 6, 2020 - Volume 14 Issue 45 Print Report; A real estate investment trust, (REIT), invests in construction and development first mortgage loans. In connection with making aconstruction loan,the REI...

Non-Defendant Spouse's IRA Available For Garnishment: March 5, 2020 - Bulletin Print Report; G pled guilty and was convicted of wire fraud, mail fraud, and falsifying a tax return, all in connection with the ongoing theft of funds from her employers. She was ordered to...

Homestead Exemption Denied Disabled Veteran: March 5, 2020 - Bulletin Print Report; On March 24, 1995, a trial court in Wayne County, Michigan sentenced the defendant, SM, to three life sentences for one count of second-degree murder...and two counts of assaul...

Expanding An Existing Business: March 5, 2020 - Volume 14 Issue 44 Print Report; TP was incorporated on "a." TP manufactures and sells fragrances and cosmetics, and imports and distributes ready-to-wear clothing and accessory items. TP i...

Air Carrier Did Not Qualify As A Statutory "Hub Facility": March 4, 2020 - Bulletin Print Report; The Wisconsin Department of Revenue, (the "Department"), assesses the total market value of the property of the air carrier companies, and then calculates the percent...

Lodging Expenses Are Not Medical Care: March 4, 2020 - Volume 14 Issue 43 Print Report; The taxpayer was an attorney practicing law in Newark, New Jersey. In December, 1943, when he was 43 years of age and had suffered four heart attacks during the previ...

Gain From Sale Of Intangible Assets Is "Business Income": March 4, 2020 - Bulletin Print Report; X corporation, ("X"), is a wholly-owned subsidiary of Y corporation, ("Y"). X operated a pork business as part of its portfolio of agricultural products. X...

Xerox Launches Tender Offer (To Be Followed By A Merger) For HP: March 3, 2020 - Bulletin Print Report; Xerox Holdings Corporation, ("Xerox"), has made good on its threat to take its acquisition offer directly to the shareholders of HP, Inc., ("HP"). Thus, XHC...

Debt Retirement In a Sec. 332 Liquidation: March 3, 2020 - Volume 14 Issue 42 Print Report; The question is whether upon the liquidation of its subsidiary in 1940 the corporation (D) of which the petitioner is the transferee realized taxable income of $310,9...

Loss Limitation Rules Apply For Purposes Of Computing "NESE": March 3, 2020 - Bulletin Print Report; LLC elected to be treated as a partnership. LLC has three members, MA, MB, and MC. All three are general partners. During the tax year X, LLC had a current year operating loss....

New York Court Declines To Apply "Federal Conformity Principle": March 3, 2020 - Bulletin Print Report; Petitioner, ("P"), filed a New York resident income tax return for tax year 2012. Line 71 showed "other refundable credits" of $783,807.00. In 2012, P owned...

Broker-Dealer's Registered Representatives Belong In Payroll Factor: March 2, 2020 - Bulletin Print Report; Seattle's "B&O" Tax uses a two-factor apportionment method to calculate taxable revenue for service related businesses. One of these factors, the "payrol...

Private Companies Did Not Qualify As "Common Carriers": March 2, 2020 - Bulletin Print Report; Petitioner, ("P"), purchases and delivers Yellow Pages telephone directories throughout the United States, including New York. The directories are delivered to busine...

Collection Of Income Not A Prerequisite To A "Trade Or Business": March 2, 2020 - Bulletin Print Report; Distributing, ("D"), is publicly traded and owns all of the stock of Sub 1. D is an "Industry A" corporation. Industry A corporations seek to create "I...

Is Money Property?: March 2, 2020 - Volume 14 Issue 41 Print Report; The question is whether the term, property, includes money within the purview of the predecessor of Sec. 332 which reads: no gain or loss shall be recognized upon the...

Single Member LLC Is A Distinct Legal Entity: February 28, 2020 - Bulletin Print Report; On or about October 28, 2019, the taxpayer, ("TP"), an individual, purchased a motor vehicle. On December 9, 2019, the Department of Finance and Administration (the &...

Loss Distributed To Single Member LLC Is Considered A Partnership Loss: February 28, 2020 - Bulletin Print Report; S formed B as a single member limited liability company. B is a disregarded entity for federal income tax purposes. B is a 50 percent partner in FS. FS is classified as a partn...

Expenses Found To Be "Pre-Opening" Expenses: February 28, 2020 - Volume 14 Issue 40 Print Report; B is the parent of several subsidiaries, one of which owned KI. KI was incorporated in Florida in July 1973 for the purpose of operating a marina. KI bought a marina...

Can Liberty Media Redeem Its SiriusXM Tracking Stock Tax Efficiently?: February 28, 2020 - Bulletin Print Report; Liberty Media's Sirius XM tracking stock is trading at a substantial discount to the "asset based" stock, i.e., the stock of Sirius XM Holdings, Inc., that the tr...

Disclosure Not Sufficient To Start The ERISA Statute Of Limitations: February 27, 2020 - Bulletin Print Report; Retirement plans governed by ERISAmust have at least one named fiduciary who must manage the plan "prudently" and "solely in the interests of participants...

Supreme Court Eliminates "Bob Richards" Rule: February 27, 2020 - Bulletin Print Report; United Western Bank, ("UWB"), entered receivership and the Federal Deposit Insurance Corporation, ("FDIC"), took the reins. Not long after, UWB's parent...

L Brands To Dispose Of A Majority Stake In Victoria's Secret: February 27, 2020 - Bulletin Print Report; L Brands, Inc., ("LB"), and Sycamore Partners, ("Sycamore"), recently announced a "strategic transaction." Under the terms of the transaction, Vic...

Husband Denied First-Time Homebuyer Credit: February 27, 2020 - Volume 14 Issue 39 Print Report; T purchased a home in July, 2009 and filed Form 5405 in that year to receive the $8,000 tax credit for first-time homebuyers....

Distribution of Encumbered Property By a Partnership: February 26, 2020 - Volume 14 Issue 38 Print Report; A and B are general partners in M, a general partnership, which was formed for the purposes of owning and operating shopping centers. &nbs...

Guard Services Are Always Subject To New York Sales Tax: February 26, 2020 - Bulletin Print Report; Petitioner, ("P"), was engaged in a project that consisted of the development of a parcel of real estate located in the City of New York, (the "Project"). T...

Intuit To Annex Credit Karma: February 26, 2020 - Bulletin Print Report; Intuit, Inc., in one of the larger deals of the past few years, announced that it has agreed to acquire a privately held entity, named Credit Karma, for approximately $7.1 bill...

No Statute Of Limitations On Assessment Of "ESRP": February 26, 2020 - Bulletin Print Report; Sec. 4980Hof the Code creates two assessable penalties, one that is applicable when an Applicable Large Employer, ("ALE"), fails to offer its full-time employee...

WFC Cannot Take A Tax Deduction For The "Settlement Amount": February 25, 2020 - Bulletin Print Report; Recently, Wells Fargo & Company, ("WFC"), entered into a settlement agreement, (the "Settlement Agreement"), in which it was able to resolve certain cla...

Distribution In Anticipation of Future Profits Is a Return of Capital: February 25, 2020 - Volume 14 Issue 37 Print Report; The Partnership owned all of the stock of the Corporation. Prior to the end of the Corporation's 1969 tax year, the Partnership held the Corporation's note fo...

Back Wages Properly Excluded From Gross Income: February 25, 2020 - Bulletin Print Report; Are payments in the form of back pay made to U.S. military service members following the reversal of a court martial conviction considered a civil damage, restitution, or other...

Guaranteed Debt Treated As Recourse To The Guarantor: February 25, 2020 - Bulletin Print Report; B owned a medical services company, AHM. AHMwas a C corporation during 2008 and 2009 and an 'S' corporation beginning in 2010. In addition, B owned MLLC, a disreg...

CVRs Will Be Treated As "Boot" In Lantheus/Progenis Reorganization: February 24, 2020 - Bulletin Print Report; LantheusHoldings, Inc., ("LHI"), and Progenis Pharmaceuticals, Inc., ("PPI"), have entered into an Amended and Restated Agreement and Plan of Merger....

MS's Acquisition Of EFTC Will Qualify As A Reorganization: February 24, 2020 - Bulletin Print Report; Morgan Stanley, ("MS"), and E*TRADE Financial Corporation, ("EFTC"), have entered into a definitive agreement under which MS will acquire EFTCin an &q...

No Bankruptcy Priority For Unpaid "Shared Responsibility" Delinquency: February 24, 2020 - Bulletin Print Report; The Affordable Care Act, ("ACA"), requires most Americans to "ensure" thatthey carry qualifying health insurance. This requirement is commonly known a...

Late Filing Penalty Upheld: February 24, 2020 - Volume 14 Issue 36 Print Report; Petitioner, (P), filed his tax return for 2010 on May 20, 2011, about a month after the due date for such return. The return showed a refund due of $25. The I.R.S. di...

Option Had No Readily Ascertainable Value: February 21, 2020 - Volume 14 Issue 35 Print Report; P received a nonqualified stock option in 1977 as partial compensation for underwriting a stock offering on behalf of I. At the time of receipt, I options were not pu...

XBIT Announces The Results Of Its "Partial Liquidation" Tender Offer: February 21, 2020 - Bulletin Print Report; XBiotech, Inc., ("XBIT"), announced the final results of its "modified Dutch auction" tender offer which, from the company's viewpoint, was an unmitigat...

Constitutional Language Renders Implementing Statutory Provision Invalid: February 21, 2020 - Bulletin Print Report; B is a widow who owns and resides on real property located in HillsboroughCountry, Florida. She was married to a member of the U.S. Army who was killed in action in Iraq...

Amended Federal Return Not Required For Filing Virginia Amended Return: February 21, 2020 - Bulletin Print Report; Corporation A and Corporation B are affiliates wholly owned by Taxpayer. Corporation A and Corporation B jointly owned CLLC, a limited liability company treated as a partnershi...

No Deductible Loss on Settlement of Forward Contract: February 20, 2020 - Volume 14 Issue 34 Print Report; Corporation A, (CA), agreed to buy back a certain number of its ownshares for a set price on various dates. Each contract could be settled in one of three ways:...

Alstom's Acquisition Of Bombardier Transportation Not Eligible For "Bump": February 20, 2020 - Bulletin Print Report; Alstomrecently inkeda Memorandum of Understanding, ("MOU"), with the shareholders of Bombardier Transportation, ("BT"), Bombardier Inc. and CDPQ...

Deferred Compensation Payments Are Subject To "SE" Tax: February 20, 2020 - Bulletin Print Report; D received $115,260.96 in payments from Mary Kay Cosmetics, Inc., ("MK"), during each of 2014 and 2015. MK issued Form 1099-MISC for each year, designating the income...

Stepping Up The Basis Of A REIT's Assets: February 20, 2020 - Bulletin Print Report; Amherst Residential LLC, ("AMH"),and Front Yard Residential Corporation, ("FY"), a real estate investment trust, ("REIT"), recently announce...

The Willens Deal Survey February 2020: February 19, 2020 - The Deal Survey: February 2020 Print Report; Welcome to our summary of deals for February 2020. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Refunds Of Overpayments Of Excise Taxes: February 19, 2020 - Volume 14 Issue 33 Print Report; A U.S. company imports sports fishing equipment from a foreign country. The equipment, which is subject to excise tax under Sec. 4161, was made in the foreign country...

Omission Of Basis Information Causes Loss Of Charitable Deduction: February 19, 2020 - Bulletin Print Report; Before August 2007, A owned thousands of acres of undeveloped forest property in Georgia. On August 1, 2007, A sold 1,895 acres to HRH. O is a partnership. On December 1, 2009,...

Which Spouse Owns A Tax Refund?: February 19, 2020 - Bulletin Print Report; M owned S, (the "Debtor"). The Debtor's largest creditor was T, to which it owed more than $3 million. T's loans were secured by a blanket lien on most of the...

Non-Profit Corporation Not An "Arm Of The State": February 19, 2020 - Bulletin Print Report; ARUPis a pathology laboratory located in Utah. It receives bodily fluid and tissue samples from medical providers in all 50 states and performs tests on the samples. Medi...

MGM Will Use Its "Levpar" Proceeds To Repurchase Stock: February 18, 2020 - Bulletin Print Report; MGM Resorts International, ("MGM"), in pursuing what the company has referred to as an "asset-light" strategy, has recently "monetized" many of it...

Ascertaining The Basis Of A Life Insurance Contract: February 18, 2020 - Bulletin Print Report; Sec. 1011 and 1012 of the Internal Revenue Code provide that the adjusted basis for determining gain or loss is generally the cost of property, adjusted as provided in Sec. 101...

PG&E's Disclosure Statement Provides A Wealth Of Tax Information: February 18, 2020 - Bulletin Print Report; PG&E Corporation, ("PCG"), and Pacific Gas & Electric Co., ("PGE"), PCG's"utility" subsidiary, are the "Debtors" in a...

Loan Fees Not UBTI: February 18, 2020 - Volume 14 Issue 32 Print Report; Trust X (TX) funds a pension plan that is qualified under Sec. 401(a) and is therefore tax exempt under Sec. 501(a). Company...

BLK To Donate "Appreciated Property" To The BLK Foundation: February 14, 2020 - Bulletin Print Report; BlackRock, Inc., ("BLK"), it seems safe to say, surprised investors with itsannouncement of a charitable contribution, not in the form of cash, but, instead, in...

Captive Automobile Finance Company Escapes Ohio's "CAT": February 14, 2020 - Bulletin Print Report; HCA is a captive automobile finance company that "provides indirect retail vehicle loan and lease financing by purchasing retail installment sale contracts, ("RISCs&q...

Sec. 351 Bars a Qualified Stock Purchase: February 14, 2020 - Volume 14 Issue 31 Print Report; The stock of X Corporation, (X), was owned by individuals A, B, C, D, E, and F. In May, 1976, A retired and had all of his stock redeemed for cash. On or about June 1...

A Notice From The "AUR" Program Is Not An "Examination": February 14, 2020 - Bulletin Print Report; In 2013, petitioner's mother died, and he inherited an IRA that she had inherited from petitioner's father. After petitioner inherited the IRA, he took distributions fr...

Interstate Pipeliner Taxed On Instrastate Receipts: February 13, 2020 - Bulletin Print Report; R is an interstate pipeline used for transporting natural gas. The pipeline is roughly 1,700 miles long and crosses through no fewer than eight states, including Ohio. R is reg...

Court Approves Sprint/T-Mobile Combination: February 13, 2020 - Bulletin Print Report; It now appears, thanks to a recent District Court ruling, that the long-awaited combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), w...

The "MTAETL" Is Constitutional: February 13, 2020 - Volume 14 Issue 30 Print Report; In 2009, the New York State Legislature passed the Metropolitan Commuter Transportation Mobility Tax Law (the "MTAETL"). The tax was imposed on employers an...

SPG And TCO Will Undertake A "Forward Cash Merger": February 12, 2020 - Bulletin Print Report; Simon Property Group, Inc., ("SPG"), and Taubman Centers, Inc. ("TCO"), each a real estate investment trust, ("REIT"), whose activities are conduc...

Personal Residence Not Qualified Replacement Property: February 12, 2020 - Volume 14 Issue 29 Print Report; In Rev. Rul. 70-466, 1970-2 C.B. 165, the taxpayer, an individual, owned a residence that was rented for residential purposes. ...

Deed Restrictions Prevent Qualified Conservation Contribution: February 12, 2020 - Bulletin Print Report; RCH is treated as a partnership for federal income tax purposes. On September 23, 2013, Mr. A transferred a 51 percent undivided interest in the subject property to RCM. Mr. A...

"BEA" Payments Are Not Contributions to Capital: February 11, 2020 - Volume 14 Issue 28 Print Report; The "BEA" program, which isadministered by the U.S.Department of the Treasury,encourages financial institutions to open savings accounts,...

No Second Ownership Change For Bristow Group, Inc.: February 11, 2020 - Bulletin Print Report; Bristow Group, Inc., ("B"), emerged from bankruptcy last October with approximately $145 million in net operating losses that the company ishoping to utilize in...

Residence Subject To N.J. Estate Tax Upon Death Of Surviving Spouse: February 11, 2020 - Bulletin Print Report; New Jersey, ("N.J."), is one of a handful of states with an inheritance tax. A common estate planning strategy adopted by married couples, in light of that tax, is a...

Fantasy Sports Contests Constitute Prohibited "Gambling" In New York: February 10, 2020 - Bulletin Print Report; In August 2016, the New York Legislature amended the Racing,Pari-Mutuel Wagering and Breeding Law, (the "Law"), by adding an article related to the registration...

Reimbursement Payments Constitute Qualifying Income: February 10, 2020 - Bulletin Print Report; Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP owns "a%" of a joint venture, ("JV"), which is treated as a partnershi...

FNF Will Acquire The Balance Of FG: February 10, 2020 - Bulletin Print Report; FGLHoldings, ("FG"), a Cayman Islands annuity and life insurance company, announced that it has entered into a merger agreement pursuant to which Fidelity Natio...

Exchanging Gold Bullion For Silver Bullion: February 10, 2020 - Volume 14 Issue 27 Print Report; Y owns "x" ounces of gold bullion which Y acquired on the spot market over a period of years and which itholds for investment purposes. The gold bulli...

Cleveland Can Tax A Non-Resident's Option Income: February 7, 2020 - Bulletin Print Report; W was employed by the Sherwin-Williams Company, ("S"), in Cleveland from 1980 until she retired in 2009 and moved to Florida. In 2007, S granted her options to purcha...

Only Partners Can Benefit From Carryovers Allowed By Sec. 704(d): February 7, 2020 - Volume 14 Issue 26 Print Report; S entered PPP as a limited partner in December, 1967. S contributed $135,000 tothe partnership and received a 33.5 percent interest in the partnership. <...

Transfer Of Rights To Use Software Subject To Massachusetts Sales Tax: February 7, 2020 - Bulletin Print Report; During the relevant taxable periods, Citrix Systems, Inc., ("C"), sold subscriptions for three online software products. A shared attribute of these online products i...

Membership Fees Found Subject To Sales Tax: February 6, 2020 - Bulletin Print Report; Taxpayer, ("TP"), a business league exempt from federal income tax under Sec. 501(c)(6) of the Internal Revenue Code, is a not-for-profit professional membership asso...

MRK To Pursue "Leveraged" Spin-Off: February 6, 2020 - Bulletin Print Report; Merck, ("MRK"), surprised the market with theannouncement of its intention to effectuate a spin-off, in which MRKwill separate those of its businesses wit...

Expenses Incurred To Obtain Donated Eggs Are 'Medical Care': February 6, 2020 - Volume 14 Issue 25 Print Report; Y has unsuccessfully undergone repeated assisted reproductive technology procedures to enable Y to conceive a child using her own eggs. &n...

Expenses Incurred Prior To Marketing Or Selling Are Not Deductible: February 6, 2020 - Bulletin Print Report; P is a practicing attorney. He practiced law through an 'S' corporation of which he is the sole owner. From 2005 to 2016, P was awarded seven patents in connection with...

Capital Is Not An "Exhausting" Asset: February 5, 2020 - Volume 14 Issue 24 Print Report; Petitioner is a mining corporation organized under the laws of the State of Colorado, in January, 1926, with a fixed period of existence of 20 years....

McKesson Will Be Undertaking A Split-Off "RMT" Transaction: February 5, 2020 - Bulletin Print Report; In March, 2017, McKesson Corporation, ("MCK"), and Change Healthcare, Inc., ("C"), formed a joint venture, treated as a partnership for tax purposes, called...

EPP And ETP Did Not Form An "Accidental" Partnership: February 5, 2020 - Bulletin Print Report; In March 2011, Enterprise Products Partners, L.P., ("E"), approached Energy Transfer Partners, L.P., ("ETP"), about convertinga pipeline, called "...

Tax Profile Of WLN/ING And PPBI/OPB Deals: February 5, 2020 - Bulletin Print Report; WorldlineSA, ("WLN"), and Ingenico Group SA, ("ING"), announced that their respective Boards of Directors have unanimously approved a business combina...

Assets Excluded From The "Substantially All" Determination: February 4, 2020 - Volume 14 Issue 23 Print Report; P Corporation, ("P"), formed S Corporation, ("S"), as a wholly owned subsidiary for the purpose of effectuating a merger of S with and into T Corp...

Probate Litigation Expenses Are Not Deductible: February 4, 2020 - Bulletin Print Report; Mr. E's grandmother passed away in 2014. She died testate, i.e., she left a will. Mr. E pursued litigation relating to the division of his grandmother's assets. In 2015...

I.R.S. Applies Its Sec. 856(c)(5)(J) Powers To A REIT's Tax Credits: February 4, 2020 - Bulletin Print Report; Taxpayer, ("TP"), has elected to be taxed asa real estate investment trust, ("REIT"). TP holds indirect interests in Company, ("C"), which h...

New York Gains Another "Statutory Resident": February 4, 2020 - Bulletin Print Report; Petitioner, Mr. Chewee Chew, ("P"), was a New Jersey domiciliary during 2012, the year at issue. P filed joint New York non-resident and part-year resident income tax...

Lease Acquisition Costs Must Be Capitalized: February 3, 2020 - Bulletin Print Report; TP and various dealerships entered into master agreements that provide TP the opportunity to purchase vehicle lease contracts originated by the dealership if they meet TP's...

Assessing NAV's Net Operating Losses: February 3, 2020 - Bulletin Print Report; Last week, Navistar International Corporation, ("NAV"), received an unsolicited proposal from TRATON SE regarding a proposed transaction to acquire NAV "for $35...

Wal-Mart Is Not A "Dealer" Required To Collect Sales Tax: February 3, 2020 - Bulletin Print Report; Wal-Mart.com USA, LLC, ("W"), operates an online marketplace at which website visitors can procureproducts from either W or third-party retailers. In connection...

"Term Permits" Are Interests in Real Property: February 3, 2020 - Volume 14 Issue 22 Print Report; Company, (C), is considering electing to be treated as a REIT. C owns and operates ski resorts. C conducts a major portion of its ski resort activities on federally o...

SSB Will Be "The Accounting Acquirer" Of CSFL: January 31, 2020 - Bulletin Print Report; Earlier this week, CenterStateBank Corporation, (CSFL), and South State Corporation, (SSB), jointly announced that they had entered into a definitive agreement under whic...

Outdoor Advertising Tax Does Not Violate First Amendment: January 31, 2020 - Bulletin Print Report; In 2013, Ordinance 13-139 was signed into law imposing an excise tax on the privilege of exhibiting outdoor advertising displays in the City (of Baltimore). The tax is levied u...

No Capital Loss Carryover In N.J.: January 31, 2020 - Volume 14 Issue 21 Print Report; In 1981, TG and her husband (the "Gs") owned a 40 percent interest in a partnership. During 1981, when the Gs were Pennsylvania residents, the partnership s...

Santander's Strategic Stock Buyback: January 30, 2020 - Bulletin Print Report; Santander Consumer USA Holdings, Inc., ("SC"), is offering to purchase, for cash (which it has on hand), up to $1 billion of its issued and outstanding stock, using a...

BWA To Acquire DLPH In A "Scheme Of Arrangement": January 30, 2020 - Bulletin Print Report; We have witnessed the repatriation of several previously "inverted" companies since the enactment of the 2017 tax law, one of the goals of which was to encourage that...

Medical Marijuana Is A "Prescription Drug": January 30, 2020 - Bulletin Print Report; Taxpayer, ("TP"), is licensed producer authorized to dispense medical marijuana, ("MM"), to qualified patients consistent with the Compassionate Use Act, (t...

Assets Securing Multiple Liabilities: January 30, 2020 - Volume 14 Issue 20 Print Report; TP is an 'S' corporation with two unrelated shareholders. SH owns 98 percent of the stock of TP and is its president....

Project Manager's EMBA Expenses Are Not Deductible: January 29, 2020 - Bulletin Print Report; In 2015, R had been an employee of IL for over 10 years. She had been promoted from Business Systems Analyst to Lead Consultant in October 2014. As a lead consultant, her princ...

Electricity Powering HVAC Units Exempt From Sales Tax: January 29, 2020 - Bulletin Print Report; SWB operates transmission and switching equipment to create telecommunication signals. This equipment runs continuously, generating significant heat. Excessive heat renders the...

Exchanging Gold Bullion Bars For Coins: January 29, 2020 - Volume 14 Issue 19 Print Report; X Corporation, (X), represents that it presently owns a substantial amount of gold bullion in the form of bars which are being held for investment purposes. The bars...

Vehicle Seller Failed To Purchase Replacement Vehicle: January 29, 2020 - Bulletin Print Report; On January 2, 2014, T and L (the "Rs"), purchased a 2014 Dodge. On August 15, 2018, the Rs sold the 2014 Dodge to their son, JR. On August 13, 2018, the Rs leased a 2...

Numismatic Coins Cannot Be Exchanged Tax-Free For Bullion Coins: January 28, 2020 - Volume 14 Issue 18 Print Report; An individual taxpayer who is not a dealer in coins purchased U.S. $20 gold coins as an investment. After the coins had substantiallyappreciated in value, the t...

No Refund Of Taxes Paid By Settlors From Unauthorized Stock Sale: January 28, 2020 - Bulletin Print Report; The Hs established the trust in 2004. The trust is governed by Wisconsin law. BMO is the successor trustee. The trust is a revocable living trust, treated as a "grantor&qu...

Sales Of Prescription Drugs Not Eligible For Preferential Tax Rate: January 28, 2020 - Bulletin Print Report; P is a institutional pharmacy that contracts with institutional health care providers such as nursing homes, assisted living facilities...and other long-term care facilities, (...

FB Financial Corporation Will Acquire Franklin Financial Network: January 27, 2020 - Bulletin Print Report; FB Financial Corporation, ("FB"), and Franklin Financial Network, Inc., ("FFN") announced that they have entered into a definitive merger agreement pursuant...

"Facilitative" Merger Costs Do Not Create A Separate Intangible Asset: January 27, 2020 - Bulletin Print Report; Taxpayer, ("TP"), is engaged in Business. In Year 1, TP acquired the stock of Target, ("T"), a manufacturer of Products, in a taxable reverse triangular mer...

Exchange of Coins Falls Within Sec. 1031: January 27, 2020 - Volume 14 Issue 17 Print Report; In 1972, an individual taxpayer purchased five lots of Mexican 50-peso gold coins as an investment. The taxpayer was not a dealer in foreign or domestic currency....

J.C. Penney Extends NOL Preservation "Rights Plan": January 24, 2020 - Bulletin Print Report; J.C. Penney Co. Inc., ("JCP"), in its most recent 10-K, is reporting a Federal net operating loss, ("NOL"), of approximately $2.1 billion. These NOLsa...

Timely Disclaimer Does Not Give Rise To a Gift: January 24, 2020 - Volume 14 Issue 16 Print Report; Grantor created Trusts several years before his death on Date 1, a date before January 1, 1977, for the benefit of the lineal descendants of his daughter. Daughter...

"TFRPs" Are "Penalties" (Not Taxes): January 24, 2020 - Bulletin Print Report; Petitioner, ("P"), was the sole member of ICN and N, each a limited liability company. Both companies failed to pay employment taxes for several quarters. ROC determi...

Broadcast Fax Service's Receipts Are Mostly Allocable To New Jersey: January 23, 2020 - Bulletin Print Report; X corporation, ("X"), is a broadcast fax service incorporated in Delaware with headquarters in New Jersey. Users of X's services send their customer lists and doc...

Successor Corporation Avoids a "Disguised Sale": January 23, 2020 - Volume 14 Issue 15 Print Report; P Corporation, (P), owns S Corporation, (S). S has only one asset, rental property that is encumbered by a non-recourse loan of $40x incurred by S on January 1, 1995....

The Commissioner's "Kickback" And "Bribe" Burden: January 23, 2020 - Bulletin Print Report; Taxpayer, ("TP"), is engaged in the manufacture, promotion, and sale of Product. TP's managers allegedly encouraged sales representatives to persuade Individuals...

Retroactive Application Of Tax Statute Violated Due Process Rights: January 23, 2020 - Bulletin Print Report; Petitioner, ("P"), is a power producer that owns and operates power plants. P is the sole member of OHP, the entity that owns the "Plant." P was issued a ce...

Commercial Use Of Airport Does Not Cause Loss Of Tax Exemption: January 22, 2020 - Bulletin Print Report; The subject property consists of roughly 325.6 acres of land with various improvements, and is known as The Ohio State University Airport, (the "airport"). The subjec...

Pre-Death Option Grant Does Not Spoil "Basis Step-Up": January 22, 2020 - Volume 14 Issue 14 Print Report; An option agreement provided that the option is exercisable only after the death of the grantor by giving notice to the proper person within a certain period of time follow...

Physician's Home Was Not Her Principal Place Of Business: January 22, 2020 - Bulletin Print Report; During 2012, Dr. Gambhir, ("G"), worked as a "hospitalist" for Northeast Georgia Medical Center, "NGMC." She was paid on a per-shift basis, rather...

Rayonier To "Roll Up" Pope Resources: January 22, 2020 - Bulletin Print Report; Rayonier, Inc., ("R"), a real estate investment trust, ("REIT"), and Pope Resources, ("PR"), a master limited partnership, ("MLP"), anno...

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

BAE Systems Will Enjoy Tax Benefits: January 21, 2020 - Bulletin Print Report; BAE Systems, Inc.,("BAE"), announced that it has reached definitive agreements for the proposed acquisitions of Collins Aerospace's military Global Position...

Protective Services Are Subject To Sales Tax: January 21, 2020 - Bulletin Print Report; Petitioner, ("P"), was engaged in a project that consisted of the development of a parcel of real estate located in the City of New York, (the "Project"). T...

Guarantor's Bad Debt Deduction Permits Sales Tax Credits: January 21, 2020 - Bulletin Print Report; Lowe's, ("L"), contracted with two banks to offer private label credit cards to Washington customers. The banks offered credit to cardholders who purchased L'...

When Does "COD" Income Arise?: January 21, 2020 - Volume 14 Issue 13 Print Report; The petitioner, (M), borrowed $19,986.72 from the Connecticut Student Loan Foundation, (CSLF), in order to finance his college education. M became delinquent in his l...

Ascertaining A Taxpayer's Principal Residence: January 17, 2020 - Bulletin Print Report; In 2016, Mr. O sold his house in Portland, Oregon. He excluded gain from that sale from his gross income under Sec. 121(a). However, at audit and conference, Defendant denied M...

Restoring Property To Its Source: January 17, 2020 - Volume 14 Issue 12 Print Report; P is a limited partnership. GP is the general partner of Pand A-E are P's limited partners. A-E each own "N" shares of X. The X shares were held i...

MGM To Monetize Hotel Properties Tax-Efficiently: January 17, 2020 - Bulletin Print Report; MGM Resorts International, Inc., ("MGM"), is in the process of converting its largest and most valuable assets, its hotels, into cash that the company has indicated i...

"PFL" Payment Excluded From California Gross Income: January 17, 2020 - Bulletin Print Report; Appellants, ("As"), filed a timely California resident tax return (Form 540) for 2013, reporting federal adjusted gross income, ("AGI"), of $1,587,007, and...

Anixter Accepts Wesco's Offer: January 16, 2020 - Bulletin Print Report; After a lengthy battle, WescoInternational, Inc. ("W"), has bagged its prize, AnixterInternational, Inc., ("A"). Earlier this week, W and A anno...

Gambling Disorder Does Not Render The Taxpayer "Disabled": January 16, 2020 - Bulletin Print Report; G began taking Mirapexin the early 2000s. Mirapexis a medication for "restless leg syndrome." After a large dosage increase in 2010, G began to exhibit co...

Distribution Will Reduce State Taxes: January 16, 2020 - Volume 14 Issue 11 Print Report; P is a holding company. P's stock is bothwidely held and publicly traded. D is a domestic corporation all of whose outstanding stock is held by P. D is enga...

System Indirectly Utilizing Solar Energy Does Not Earn Tax Credit: January 16, 2020 - Bulletin Print Report; In 2012, Petitioners, ("Ps"), installed a ground source heat pump system to heat, cool, and provide hot water for their home. A ground source heat pump system functio...

XBiotech Is "Partially Liquidating": January 15, 2020 - Bulletin Print Report; We have found through the years that many companies whose distributions to shareholders seemed to qualify as distributions in "partial liquidation," a characterizatio...

Intragroup Purchase In Anticipation of a Spin-Off: January 15, 2020 - Volume 14 Issue 10 Print Report; P wholly owns LLC1. LLC1 wholly owns LLC2 and LLC3, and indirectly owns S. S wholly owns LLC4. Each of LLC1-LLC4 is a disregarded entity....

Spouse Is A "Member Of The Household": January 15, 2020 - Bulletin Print Report; On December 6, 2000, HLEand EIAconveyed the real property to MCE.... The Assessor assessed the property for $1,540,655 for tax years 2016, 2017, and 2018. During th...

COT And PRMW To Undertake A Multi-Step Reorganization: January 15, 2020 - Bulletin Print Report; Cott Corporation, ("COT"),a Canadian corporation, recently announced that it has entered into a definitive agreement pursuant to which "COT will acquire Pr...

Cost of Printing Prospectus Cannot Be "Recovered": January 14, 2020 - Volume 14 Issue 9 Print Report; Promoter P formed limited partnership LP to purchase and manage hotels. As part of a public offering of limited partnership interests in LP, P arranged for the printi...

Taxpayer Successfully Avoids Late Payment Penalties: January 14, 2020 - Bulletin Print Report; Smith International, Inc., ("S"), is engaged in the oil and gas equipment services business in the State of Louisiana, ("L"). S timely filed its L corporate...

Standard Flash Is Not "Any Game Of Bingo": January 14, 2020 - Bulletin Print Report; TP is an organization described in Sec. 501(c)(3) of the Internal Revenue Code. TP engaged in two activities: (1) Conducting two sessions per day at a gaming hall operated by T...

Affiliate Of Investment Advisor Can Be An "EIK": January 14, 2020 - Bulletin Print Report; TP is a REIT. TP owns "a" hotel properties that are leased to TP'sTRSsand are managed by eligible independent contractors, ("EIKs&qu...

I.R.S. Transition Rule Allows Wider Use Of The "Sec. 338 Approach": January 13, 2020 - Bulletin Print Report; Where a loss corporation experiences an "ownership change," the "Sec. 382 limitation" comes into play. Under the Sec. 382 limitation, the loss corporation&#...

Decommissioning Activities Were Conducted Within The U.S.: January 13, 2020 - Bulletin Print Report; P is incorporated under the laws of the United Kingdom, ("UK"). P is the registered owner of a multipurpose support vessel, (the "CV"), which was placed in...

Coordinating Deductions: January 13, 2020 - Volume 14 Issue 8 Print Report; For its 1975 tax year, the taxpayer had taxable income of $470,980. Subject to percentage limitations, the taxpayer was entitled to deductions from taxable income (a)...

NLOK Declares "Special Dividend": January 10, 2020 - Bulletin Print Report; NortonLifeLock, (NLOK), announced that its Board of Directors "has declared a special one-time cash dividend of $12 per share of NortonLifeLock, Inc. common stock, returni...

Defective Appraisal Summary Eliminates Charitable Contribution Deduction: January 10, 2020 - Bulletin Print Report; On or about July 1, 2013, petitioners, ("Ps") purchased real property in Potomac, Maryland. The property was purchased for $795,000 and consisted of 0.38 acres of lan...

Visiting Teams Are Taxed in California: January 10, 2020 - Bulletin Print Report; 1. TP is a professional athletic team. TP's home territory is located outside of California. The league in which TP plays has a season that begins in October of Year 1 and...

Apportioning Income To South Carolina: January 10, 2020 - Volume 14 Issue 7 Print Report; ABC provides engineering consulting services for the development of product designs for the automotive and consumer electronic market. ABC has approximately 15 employ...

Start-Up Expenditures Were Found To Be Non-Deductible: January 9, 2020 - Bulletin Print Report; Petitioner, ("P"), lived in New York, where he worked as an accountant at a large accounting firm. During 2010 and 2011, P viewed several properties for sale in Quebe...

Failure To Elect Under Sec. 709(b): January 9, 2020 - Volume 14 Issue 6 Print Report; G contributed $100x for a partnership interest in GL. In its firstyear, GL incurred legal fees of $20x for services incident to the organization of the partners...

Hudson's Bay Alters Its Privatization Plan: January 9, 2020 - Bulletin Print Report; Hudson's Bay Company, ("HBC"), recently announced that it has entered into an "amended arrangement agreement" with a group of its existing shareholders,...

Tribune Loses Round One Of Its "LevPar" Litigation: January 8, 2020 - Bulletin Print Report; Tribune Media Company's predecessor, Tribune Company & Affiliates, ("T"), engaged in a transaction, popularly known as a "leveraged partnership," th...

Why Did Xerox Grant Voting Rights To Convertible Preferred Holders?: January 8, 2020 - Bulletin Print Report; Earlier this year, Xerox Corporation, ("XC"), engaged in an "internal" reorganization in connection with which a holding company structure was put into plac...

Loss From Sale of Partnership Interest Is a Capital Loss: January 8, 2020 - Volume 14 Issue 5 Print Report; Petitioner, (P), is a management consultant who was associated with a large New York City consulting firm. P sought and accepted outside consulting work unassociated...

Stock Issuance Costs Are Never Deductible: January 7, 2020 - Volume 14 Issue 4 Print Report; TP is a holding company organized as a C corporation. TP's subsidiaries provide various Business F services. Prior to Dat...

Motion Picture Exhibitor Subject To Use Tax: January 7, 2020 - Bulletin Print Report; American Multi-Cinema, Inc., ("A") generates revenue by exhibiting motion pictures and selling admission tickets to the public. A's master licensing agreements, (...

Sales Prompted By "Spectrum Act" Are Involuntary Conversions: January 7, 2020 - Bulletin Print Report; The taxpayer, ("TP"), is a partnership. TP is a television and broadcasting company that previously operated Station. TP owned an FCC license to broadcast as well as...

Collection Of Competitor Information Is Not Ancillary To Solicitation: January 6, 2020 - Bulletin Print Report; Blue Buffalo Co., Ltd., ("BB"), is a Delaware corporation that is commercially domiciled in Connecticut. BB is in the business of formulating and selling premium pet...

Worthless Debt Not Owed "To The Taxpayer": January 6, 2020 - Bulletin Print Report; Menard, Inc., ("M"), operates a chain of home improvement retail stores in several states, including Minnesota, ("MI"), M entered into agreements with "...

Sec. 852(b)(6) Applies To a Closed-End Fund: January 6, 2020 - Volume 14 Issue 3 Print Report; Fund, (F), is a closed-end management investment company, registered under the Investment Company Act of 1940. Its shares are listed and traded on a major exchange. F...

Apple Dispensed Back To School Gift Cards For Free: January 3, 2020 - Bulletin Print Report; Petitioner, ("P"), is a corporation organized under the laws of California that designs and markets consumer electronics, software, and personal computers. P's on...

Diet Beverages Do Not Promise Weight Loss: January 3, 2020 - Bulletin Print Report; In October 2017, B filed her initial complaint, alleging that Dr. Pepper's naming and marketing of Diet Dr. Pepper, ("DDP"), violated various provisions of Califo...

Court Rejects "Last Resort" Business Purpose Test: January 3, 2020 - Volume 14 Issue 2 Print Report; Prior to December 31, 1954, H-M was engaged primarily in the sale of new and used cars at retail and related services. It also provided financing and owned the real property on...

Equitable Tolling Of The Statute Of Limitations Barred: January 3, 2020 - Bulletin Print Report; ARC created a new fuel that combines natural gas with diesel fuel. Beginning in 2009, ARC applied to the I.R.S. to be a taxable fuel registrant and was granted both a "UV&...

I.B.M. Cannot Exclude Royalty Payments From New York "ENI": January 2, 2020 - Bulletin Print Report; International Business Machines Corporation, ("IBM"), is a New York corporation. IBM World Trade Corporation, ("WTC"), is a Delaware corporation. IBM owns 1...

Substance Over Form Doctrine Is Only Available To I.R.S.: January 2, 2020 - Bulletin Print Report; The Tax Court correctly concluded that the taxpayers, ("TPs"), in calculating K and M's debt basis in CO, improperly relied on a debt that CO owed toKMGI, a...

REIT Shares Do Not Constitute Qualified Replacement Property: January 2, 2020 - Volume 14 Issue 1 Print Report; MM and SM, individuals, were the joint owners of a building used for commercial and residential purposes in Milwaukee, Wisconsin. &n...

WPX Energy Will Get A Basis Step-Up: December 31, 2019 - Bulletin Print Report; WPX Energy, Inc., ("Purchaser"), and Felix Investment Holdings II, LLC, ("Seller"), have entered into an agreement in connection with which Seller will sell...

Condominium Units Are Real Estate Assets: December 31, 2019 - Volume 13 Issue 250 Print Report; A Real Estate Investment Trust, ("REIT"), acquired, through foreclosure proceedings, upon the default of an indebtedness, the unsold units in a particular&n...

"Price Protection" Amount May Be An "Eligible Rollover Distribution": December 31, 2019 - Bulletin Print Report; 1. The employer is an 'S' corporation. The employer maintains an ESOP that previously acquired a portion of the shares of the employer using funds obtained from the emp...

Petition For Review Not Timely Filed: December 31, 2019 - Bulletin Print Report; On March 7, 2018 and on March 14, 2018, Petitioner, ("P"), filed claims for the (Wisconsin) veterans and surviving spouse credit for the tax years 2009 through 2014....

N.Y. Non-Residents Penalized By Sec. 338(h)(10) Election: December 30, 2019 - Bulletin Print Report; LePage, Inc., ("L"), elected to be treated, for federal income tax purposes, as a subchapter S corporation, effective as of September 26, 1999. L never filed a separa...

APY And ECL To Engage In An "RMT" Transaction: December 30, 2019 - Bulletin Print Report; Apergy Corporation, ("APY"), and Ecolab, Inc., ("ECL"), recently announced that the Boards of Directors of the two corporations have entered into a definiti...

Hedge Fund Manager Denied New York Resident Tax Credit: December 30, 2019 - Bulletin Print Report; Petitioners, ("Ps"), were domiciled in New York until September 30, 2009; and were domiciled in Connecticut during the period October 1, 2009 through December 31, 201...

REIT Can Deduct Distribution and Dealer Manager Fees: December 30, 2019 - Volume 13 Issue 249 Print Report; TP is a REIT. TP is externally managed by Advisor. Previously, shares of a single class of common stock of TP were issued to accredited investors in a private offerin...

Anixter And CD&R Revise Merger Agreement: December 27, 2019 - Bulletin Print Report; Anixter International, Inc., ("AII"), and Clayton, Dubilier& Rice, ("CDR"), announced an Amended and Restated Merger Agreement on December 24, 201...

Worthless Debt Not Deductible For New Jersey GIT Purposes: December 27, 2019 - Volume 13 Issue 248 Print Report; The worthless nonbusiness debt at issue was HW's January 15, 2002 loan in the amount of $14,769,320 to his brother, SW. (SW is Sam Waskal, theformer head of...

Illinois Use Tax Triggered By Transfer Of Aircraft To Revocable Trust: December 27, 2019 - Bulletin Print Report; In 2008, Michael L. Shakman, ("S"), bought an aircraft and paid corresponding general use tax. Several years later, using a bill of sale, he changed the legal o...

DraftKings Is Going Public: December 26, 2019 - Bulletin Print Report; DraftKings, Inc., known primarily for its fantasy sports operation, has entered into a definitive agreement with Diamond Eagle Acquisition Corporation, ("DEAC"), a pu...

Kirkland Lake Gold Will Acquire Detour Gold: December 26, 2019 - Bulletin Print Report; Recently, Detour Gold Corporation, ("DGC"), and Kirkland Lake Gold Corporation, ("KLG"),each a Canadian corporation, entered into an arrangement agree...

FASB Moves To Simplify The Accounting For Income Taxes: December 26, 2019 - Bulletin Print Report; The Financial Accounting Standards Board, ("FASB"), in its continuing quest to reduce complexity in applying accounting standards, has taken steps, with the issuance...

Virginia's "Add-Back" of License Fee Deductions: December 26, 2019 - Volume 13 Issue 247 Print Report; TP is engaged in the business of manufacturing. TP pays royalties to its parent for the use of patents, trademarks, and other intangible assets used in the manufactur...

Credit Sales Gains Are "Business Income": December 24, 2019 - Bulletin Print Report; Petitioner is a California corporation and wholesale dealer of Honda products. Petitioner is subject to two Federal programs regulating the environmental attributes of its moto...

Beneficial Ownership Counts For Purposes of Sec. 269: December 24, 2019 - Volume 13 Issue 246 Print Report; Ten partners owned approximately 48 percent of H, a partnership. H managed the affairs of two investment companies, Corporation A, (CA), and Corporation B, (CB). The...

Sec. 754 Election Property Eligible For Investment Tax Credit: December 24, 2019 - Bulletin Print Report; In 2009, Lehman Brothers (LB) affiliate entities transferred their ownership interests in various entities to designated K affiliates. The K affiliates obtained the interests o...

Employer Found Liable For "Reversion" Excise Tax: December 24, 2019 - Bulletin Print Report; TP sponsors two qualified defined benefit pension plans, (the "Plans"), in its capacity as contractor for Agency and successor employer with respect to the Plans. The...

The Willens Deal Survey December 2019: December 23, 2019 - The Deal Survey: December 2019 Print Report; Welcome to our summary of deals for December 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Passed-Through Income Of 'S' Corporation Sourced To California: December 23, 2019 - Bulletin Print Report; Pabst Corporate Holdings, Inc., ("P"), a Delaware 'S' corporation, sold all of its shares of its qualified subchapter Ssubsidiary, Pabst Holdings, Inc.,...

IAC Discloses Separation Plan: December 23, 2019 - Bulletin Print Report; IAC/Interactive Corporation, ("IAC"), recently filed the eagerly anticipated "Transaction Agreement" in which it describes, in great detail, the manner in w...

Defective Administrative Complaint Precludes Article 7 Proceeding: December 23, 2019 - Bulletin Print Report; In a net lease dated October 10, 2007, the owner of 700 Waverly Avenue in Mamaroneck, New York, ("M"), leased it to petitioner, ("P"), for a period of 20 ye...

Losses Not Part of Gross Income: December 23, 2019 - Volume 13 Issue 245 Print Report; TP is a management investment company registered under the Investment Company Act of 1940 that elected to be taxed as a regulated investment company (RIC)....

Special Allocation Of Tax Credits By Partnership Permitted: December 20, 2019 - Bulletin Print Report; Investor, ("I"), is a limited liability company that was in existence during 2018. I intends to purchase, through its wholly-owned subsidiary, ("P"), certai...

Wages Found To Be Exempt Under U.S.-Russia Tax Treaty: December 20, 2019 - Bulletin Print Report; Petitioner, ("P"), is a Russian citizen. He was invited by UCLA to participate in an exchange visitor program as a research scholar. At some point, the UCLA program w...

Musician Engaged In A Trade Or Business: December 20, 2019 - Volume 13 Issue 244 Print Report; Petitioner, (P), began performing on the saxophone at the age of eight. He has played professionally since the age of 16. He attended Indiana University where he stud...

TIVO Takes Steps To Protect Its NOLs: December 19, 2019 - Bulletin Print Report; XperiCorporation, ("X"), and TiVo Corporation, ("T"), announced that they haveentered into a definitive agreement to combine "in an all-sto...

DD RMT Update: December 19, 2019 - Bulletin Print Report; Now that the "Separation and Distribution Agreement" has been filed, we have some more details with respect to the mechanics of the Reverse Morris Trust transaction t...

Split-Off Cannot Be A Device: December 19, 2019 - Volume 13 Issue 243 Print Report; In 1968, X corporation, (X), acquired all of the stock of Y corporation, (Y), which was owned by two shareholders, Mr. A and Mr. B, in a transaction qualifying as a r...

Lessee Of Pallets Liable For Sales Tax: December 19, 2019 - Bulletin Print Report; Tyson Fresh Meats, Inc., ("T"), is a beef manufacturing corporationthat processes and sells meat in Washington. H20, ("H"), is a corporation that manu...

Tallgrass Energy Is Being Acquired: December 18, 2019 - Bulletin Print Report; Tallgrass Energy L.P., ("TGE"), announced that it has entered into a definitive merger agreement pursuant to which affiliates of Blackstone Infrastructure Partners (a...

"Relator" Fee Includible In Gross Income: December 18, 2019 - Volume 13 Issue 242 Print Report; C was awarded and received a net $5.25 million qui tam payment from the government as a relator in two lawsuits settled against government contracto...

Absence Of Signed Plan Document Will Lead To Disqualification: December 18, 2019 - Bulletin Print Report; In Val Lanes Recreation Center v. Commissioner, T.C. Memo. 2018-92, the court found that the I.R.S. abused its discretion by revoking the Sec. 401(a) qualifi...

Excluded Shareholder Remained Beneficial Owner of Stock: December 17, 2019 - Volume 13 Issue 241 Print Report; K is a physician who specializes in radiation oncology. Around April, 1996, K and W agreed to provide radiation oncology services to patients in Florida through three...

Partnership Interest Bereft Of Liquidating Value And Future Value: December 17, 2019 - Bulletin Print Report; M is a limited liability company treated as a partnership for Federal income tax purposes. On April 1, 1998, the McMillin family formed C, a Delaware LLC. C was in the real est...

Speculative Notes Are Not "Cash Equivalents": December 17, 2019 - Bulletin Print Report; In total, the Js and JFLPhave purchased at least 16 parcels of land consisting of over 2,300 acres and have subdivided the land into over 400 lots. At first, JFLP sold on...

DD To Engage In A Reverse Morris Trust Transaction: December 16, 2019 - Bulletin Print Report; International Flavors & Fragrances, Inc., ("IFF"), and DuPont, ("DD") announced that they have entered into a definitive agreement "for the merger...

Power Corporation Of Canada Announces A Restructuring Plan: December 16, 2019 - Bulletin Print Report; Power Corporation of Canada, ("POW"), owns approximately 64 percent of the common stock of Power Financial Corporation, ("PWF"). PWFalso has preferred...

Danaher Completes Tax-Efficient Divestiture Of Envista: December 16, 2019 - Bulletin Print Report; Danaher Corporation, ("D"), is on the precipice of completing a tax-efficient divestiture of EnvistaHoldings Corporation, ("E"), a subsidiary recently...

General Obligations Do Not Produce REIT Qualifying Income: December 16, 2019 - Volume 13 Issue 240 Print Report; An unincorporated trust, otherwise qualifying as a real estate investment trust, (REIT), invests in obligations of the Federal National Mortgage Association (FNMA), t...

Failure To File A Return Not Covered By Sec. 7434: December 13, 2019 - Bulletin Print Report; F (and the class of which he was a member) brings this action against NYTex Care, Inc., ("NYT"), alleging that Defendants willfully filed fraudulent tax information f...

Altria Seeks To Deduct Punitive Damages: December 13, 2019 - Bulletin Print Report; Altria Group, Inc., (AGI), timely field its 2012 tax return and timely and fully paid its tax liability. The I.R.S. audited AGI's return and made certain adjustments. A pai...

Court Sets Reasonable Compensation For 'S' Corporation Shareholder: December 13, 2019 - Volume 13 Issue 239 Print Report; In 2002, at the age of 54, after spending his entire career in the computer industry,M obtained a California real estate sales license and began to earn commiss...

California "DLPs" Are Exempt From Tax And Filing Requirements: December 12, 2019 - Bulletin Print Report; Taxpayer-Partner is a entity recognized for federal income tax purposes and is a partner, under local law, in a domestic (U.S.) limited partnership, (LP 1). The only other part...

Banking Fees Not Deductible Under Sec. 212: December 12, 2019 - Volume 13 Issue 238 Print Report; A, an individual taxpayer, maintains an interest-bearing checkingaccount with BK, a domestic bank. A is paid interest on amounts on deposit in the checking acco...

Independent Contractor Allowed To Deduct Some Commuting Expenses: December 12, 2019 - Bulletin Print Report; On September 17, 2013, P signed an "Independent Contractor Service Agreement," ("contract"), with FT. The contract stated that P would "provide tempora...

NLOK Rumors Can Have An Impact On Tax Treatment Of Special Dividend: December 11, 2019 - Bulletin Print Report; It has been reported that NortonLifeLock, Inc., ("N"), formerly known as Symantec Corporation, has attracted "deal interest" from a handful of companies, in...

Gain From Sale of Foreign Property Subject to Formula Apportionment: December 11, 2019 - Volume 13 Issue 237 Print Report; Petitioner, (P), is a New Jersey resident and is the owner and president of S. S is a New Jersey corporation. S does business in a number of states, including New Yor...

Land Use Restriction Credits Are Qualifying REIT Income: December 11, 2019 - Bulletin Print Report; Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP owns an"a%" limited partnership interest in S. M owns a "b%" gen...

I.R.S. Cannot Waive Payment Of "Excess" APTC: December 11, 2019 - Bulletin Print Report; TP received a lump sum Social Security Disability payment in Year which included amounts allocated across...Years. For the taxable year, TP also received the benefit of advance...

Presence Of Non-Employees Does Not Preclude An "ATB": December 10, 2019 - Bulletin Print Report; Distributing, ("D"), is owned in equal proportions by each ofSH1, SH2, and SH3, (the "Shareholders"). D is directly engaged inBusiness A. The Sh...

Cash And Accounts Receivable Are Assets: December 10, 2019 - Bulletin Print Report; Delcon Partners, LLC, ("D"), purchased assets valued at $1,150,000 from Seller, ("S"), an HVAC services business. D did not purchase S's cash, checking...

Income Derived From Procurement Activities Not FBCSI: December 10, 2019 - Volume 13 Issue 236 Print Report; TP andits subsidiaries form a U.S. based multinational company with operations around the world. TP indirectly owns FSub, a company organized under the laws of...

Chuck E. Cheese Denied A Sales Tax Refund: December 10, 2019 - Bulletin Print Report; CEC Entertainment, Inc., ("CEC"), owns and operates Chuck E. Cheese restaurants in Texas. These restaurants provide food, beverages, and entertainment. The entertainm...

VRNT Announces Separation Plan: December 9, 2019 - Bulletin Print Report; Verint Systems, Inc., ("VRNT"), the successor (by merger) to Comverse Technology, Inc., announced that its Board of Directors has approved "proceeding with a pla...

MoneyGram's Bank Aspirations Are Dashed: December 9, 2019 - Bulletin Print Report; MoneyGram International, Inc., ("MG"), is incorporated in Delaware and is headquartered in Texas. It is the parent of a group of companies that operate a global payme...

PG&E Reaches A Settlement Agreement With Tort Claimants: December 9, 2019 - Bulletin Print Report; PG&E Corporation and Pacific Gas & Electric Co., ("PGE"), haveagreed to a settlement with the "Official Committee of Tort Claimants" who susta...

CDs Are "Cash Items": December 9, 2019 - Volume 13 Issue 235 Print Report; Sec. 851 and Sec. 856 of the Internal Revenue Code prescribe certain requirements that an entity must meet in order to qualify as a regulated investment company (RIC)...

Sale Of A Business Not A Non-Taxable Sale: December 6, 2019 - Bulletin Print Report; L entered into an agreement to sell an oil and gas equipment fabrication business and business assets, as well as real property located in Wyoming, to MM. The sale assets const...

A "Downstream" Merger Will Not Be Recast as a Liquidation: December 6, 2019 - Volume 13 Issue 234 Print Report; On July 12, 1972, C Corporation, (CC), was incorporated for the express purpose of acquiring the stock of NYFA, Inc., (NYFA). CC acquired all of the stock of NYFA own...

Shareholder Was True Borrower On Loan To Corporation: December 6, 2019 - Bulletin Print Report; Plaintiffs, ("Ps"), are the sole shareholders of CC, an 'S' corporation. MS is the proprietor of LLC, which owns the property upon which CC conducts its opera...

Blackstone's Incorporation Governed By Sec. 351: December 5, 2019 - Bulletin Print Report; Several high profile MLPshave converted, or are in the processof converting, to C corporation status, none more high profile than The Blackstone Group L.P. The impe...

RIC Stock Is Not QRP: December 5, 2019 - Volume 13 Issue 233 Print Report; Mr. A sold a number of shares of common stock of X corporation, (X), to the X employee stock ownership plan (ESOP). A written...

The Same Or Similar Trades Or Businesses: December 4, 2019 - Volume 13 Issue 232 Print Report; The taxpayer elected to be treated as a regulated investment company (RIC). The taxpayer owned 24 percent of the voting stock of X, a foreign holding company, and 100...

Cleveland-Cliffs To Acquire AK Steel: December 4, 2019 - Bulletin Print Report; On December 3, 2019, Cleveland-Cliffs, Inc., ("CC"), and AK Steel Holding Corporation, ("AK"), announced the execution of an Agreement and Plan of Merger by...

No Deduction For Abandonment of a Mutually Exclusive Alternative: December 3, 2019 - Volume 13 Issue 231 Print Report; The taxpayer is primarily engaged in Business A. The value of the taxpayer's stock remained stagnant between Year 1 and Year 2. In Date 1, the taxpayer engaged Co...

Parent-Child Exclusion Does Not Prevent Reassessment Of A Home: December 3, 2019 - Bulletin Print Report; A trust named H as both the grantor and trustee of such trust. R wasdesignated the successor trustee upon H's death. As successor trustee, the trust directs R to dist...

Husband's Sale Cannot Be Netted Against Wife's Purchase: December 3, 2019 - Bulletin Print Report; On August 13, 2018, CF purchased a 2018 Chevrolet for $30,789, minus a rebate of $2,519. On September 10, 2018, CF sold a 2008 Chevrolet for $4,700. On September 11, 2018, CF a...

Pain Management Center Does Not Market Compounded Drugs: December 2, 2019 - Bulletin Print Report; Center, ("C"), is a Missouri medical office that treats and manages patients' pain. This includes the medical service of injecting pain-relieving drugs administer...

State Tax Credits Constitute "Good" REIT Income: December 2, 2019 - Bulletin Print Report; TP has elected to be taxed as a real estate investment trust, ("REIT"). TP has over a "v%" general partnership interest in OP. OP is engaged in the ownershi...

Who Is The "Issuer" Of An Exchange Traded Option?: December 2, 2019 - Volume 13 Issue 230 Print Report; TP is a newly organized corporation that is registered with the S.E.C. as a management, open-end diversified investment company under the Investment Company Act of 19...

FBAR Penalties Apply On A Per-Account Basis: November 29, 2019 - Bulletin Print Report; B is a U.S. citizen. During 2010, B had a financial interest in, signature authority over, and/or otherwise controlled 14 financial accounts in the U.K. The U.K. accounts had c...

Schwab/TD Merger Not Assured Of Reorganization Status: November 29, 2019 - Bulletin Print Report; The Charles Schwab Corporation, ("S"), and TD AmeritradeHolding Corporation, ("T"), recently announced that they had entered into a definitive agreeme...

Sales Tax Rate In Effect Upon Purchase Is Controlling: November 29, 2019 - Bulletin Print Report; Petitioners, ("Ps"), purchased a Ford motor vehicle on September 25, 2018 for $51,796.24. On October 1, 2018, a one percent tax increase went into effect. The combine...

Annuity Does Not Pass Muster: November 29, 2019 - Volume 13 Issue 229 Print Report; Taxpayer A and Taxpayer B, (the TPs)are each life insurance companies. The TPs plan to issue non-qualified single premium immediate annuity contracts (the Contr...

Chemical Purchases Not Eligible For Use Tax Exemption: November 27, 2019 - Bulletin Print Report; Horsehead Corporation, ("H"), is a Delaware corporation with its primary place of business in Pittsburgh, Pennsylvania. It has a manufacturing facility located in Ill...

EBAY Positioned For A Partial Liquidation Distribution: November 27, 2019 - Bulletin Print Report; eBay, Inc., ("EBAY"), and viagogorecently announced that they have entered into a definitive agreement for EBAY to sell StubHub, ("SH"), to viagogo&nb...

No Deduction For Theft Of Untaxed Funds: November 27, 2019 - Volume 13 Issue 228 Print Report; B claimed a theft loss on his 2008 Minnesota tax return for funds misappropriated from his "traditional" IRA. The Commissioner of Revenue (the Commissioner)...

Mixed Use Building Is "Primarily Residential": November 26, 2019 - Bulletin Print Report; The Property consists of one building with four floors and a cellar. The Property was purchased in 1962. The ground floor was used as a medical office by the owner from 1962 th...

Conveyance Of Multiple Units Eligible For Special "RPTT" Rate: November 26, 2019 - Bulletin Print Report; In 2012 TP purchased condominium unit XXX in the building located at XXXXX in New York City. In 2015, TP purchased the adjacent smaller condominium unit XXXX. Also in 2015, TP...

Foreign Currency Is Not "Securities": November 26, 2019 - Volume 13 Issue 227 Print Report; On June 1, 1973, the taxpayer purchased currency of foreign country "M" in a transaction which wasentered into for profit. ...

Preserving PCG's NOLs: November 25, 2019 - Bulletin Print Report; PG&E Corporation, ("PCG"), and the utility of which it is the parent, commenced their Chapter 11 cases with the Bankruptcy Court on January 29, 2019, and are pres...

Private Equity Funds Did Not Form A "Partnership-In-Fact": November 25, 2019 - Bulletin Print Report; Sun Capital Advisors, Inc., ("SCAI"), is a private equity firm. SCAIestablished at least eight funds. Two of them, Sun Fund III and Sun Fund IV are the investor...

Value of Real Estate Contract Is Part of "Amount Realized": November 25, 2019 - Volume 13 Issue 226 Print Report; On "d" the Taxpayers entered into a contract for the sale of a four family rental unit to P. The contract provided that , on the closing date, the Taxpayers...

Bad Debt Deductions Conditioned On The Existence Of Bona Fide Debt: November 22, 2019 - Bulletin Print Report; BJPconducted fracking services in Russia. It operated through a Russian subsidiary, BJR. In 2006, BJRentered into a three-year contract with T to provide fracking s...

Gain On Sale Of Subsidiaries Is Apportioned To Minnesota: November 22, 2019 - Bulletin Print Report; Holdings, ("H"), is an Arizona Subchapter S corporation that was doing business as Go Daddy, ("GD"). Mr. P was H's sole shareholder. Through domestic an...

Receipt Of Common Stock For Preferred Stock Not An "Acquisition": November 22, 2019 - Volume 13 Issue 225 Print Report; Fund, (F), has qualified to be taxed as a regulated investment company (RIC). F seeks long-term capital appreciation by making venture capital investments in private...

COTY Purchases A Controlling Interest In King Kylie LLC: November 21, 2019 - Bulletin Print Report; Although by no means the largest deal of the year, one of the most scrutinized transactions of the recent past is Coty, Inc.'s investment in Kylie Jenner's burgeoning c...

Foreign Trust Owner Avoids Late Filing Penalties: November 21, 2019 - Bulletin Print Report; Mr. Joseph A. Wilson, ("W"),established an offshore trust in 2003. W named himself the grantor of the trust and was its sole owner and beneficiary. The purpose...

Basis of Property Received In Liquidation: November 21, 2019 - Volume 13 Issue 224 Print Report; Plaintiffs were shareholders in WFT which owned"the plantation" and other assets. On December 30, 1936, the corporation was liquidated and 1/2 of the...

CDs Are Not "QRP": November 20, 2019 - Volume 13 Issue 223 Print Report; X is a domestic corporation that has no stock outstanding that is readily tradable on an established securities market. A owns 62.5 percent of the common stock of X;...

Lack Of Billing Statement Does Not Mitigate "PTC" Tax: November 20, 2019 - Bulletin Print Report; In November 2013, P was unemployed and did not have health insurance. P accessed theHealth Insurance Marketplace, ("M"), website and applied for health insuranc...

Buyer Of Assets Not Responsible For Seller's Tax Liabilities: November 20, 2019 - Bulletin Print Report; P and SW entered into a Royalty Agreement, ("Agreement"), on March 30, 2016 for the purchase of certain assets. Texas Tax Code Sec. 31.081 provides: (a) This section...

Software Executive Did Not Abandon Massachusetts Domicile: November 19, 2019 - Bulletin Print Report; On October 14, 2011, Appellant, ("APP"), filed a Form 1-Nonresident/Part-Year Resident Income Tax Return ("F1") as a resident from January 1, 2010 to June 1...

School Buses Are Not "For Hire": November 19, 2019 - Bulletin Print Report; First Student, Inc., ("FS"), owns and operates school buses. These buses are primarily used to provide transportation services for schoolchildren through contracts wi...

"Simplified Method" of Basis Recovery Upheld: November 19, 2019 - Volume 13 Issue 222 Print Report; In 1991, Mrs. Zedaker, (MZ), returned to the profession of teaching and deposited $149,553.01 in her California State Teachers' Retirement System (CalSTRS) accoun...

The Willens Deal Survey November 2019: November 18, 2019 - The Deal Survey: November 2019 Print Report; Welcome to our summary of deals for November 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

VAT Is Included In The Sales Factor: November 18, 2019 - Bulletin Print Report; Value Added Tax, ("VAT"), is an indirect tax imposed by, and remitted to, many foreign jurisdictions as a consumption tax on the provision of both goods and services,...

Hedge Fund Manager Scores Connecticut Resident Tax Credit: November 18, 2019 - Bulletin Print Report; Plaintiff, ("P"), and his brother, PS, were the sole members of a limited partnership, LAM LLC, which acted as the general partner of two limited partnerships, LAM LP...

Lack of Liquidation Value Establishes Worthlessness: November 18, 2019 - Volume 13 Issue 221 Print Report; On July 1, 1929, petitioner purchased 325 shares of common stock of FIC, an investment trust, dealing in securities, to a substantial extent on borrowed money. The st...

Built-In Gain Update: November 15, 2019 - Bulletin Print Report; The I.R.S. has now acknowledged that, as regards the pending elimination of the "Sec. 338 Approach"* to the determination of "recognized built-in gains," &q...

The "SRP" Cannot Be A Priority Claim: November 15, 2019 - Bulletin Print Report; Debtors filed their petition for relief on February 16, 2019. The I.R.S. filed a proof of claim and later amended it, ("Amended Claim"). Of the total amount, the Serv...

Agent Did Not Have Unreported Gross Income: November 15, 2019 - Volume 13 Issue 220 Print Report; Petitioner was 22 years old during 2003, and he intended to pursue a career in the construction business. Petitioner was generally familiar with his father's cons...

AOBC's Spin-Off Appears To Be Motivated By "Adverse Market Perception": November 14, 2019 - Bulletin Print Report; American Outdoor Brands Corporation, ("AOBC"), announced that its board of directors has unanimously approved a plan to spin-off its outdoor products and accessories...

Invalid Regulation Does Not Control Size Of "FBAR" Penalty: November 14, 2019 - Bulletin Print Report; N opened a foreign bank account with UBS in 1999. She opened a "numbered" account, as opposed to a "named" account. From 2001 through 2008, her account bala...

When Can The N.Y. Knicks Be Acquired?: November 14, 2019 - Bulletin Print Report; The Madison Square Garden Company, ("MSG"), announced that its board of directors has approved "pursuing a revised plan for the proposed separation of its sports...

"Securing The Benefit" of a Deduction: November 14, 2019 - Volume 13 Issue 219 Print Report; The taxpayer, E, a C corporation,incurred losses while engaged in the business of selling home appliances. It disposed of all its assets and the shares were sol...

Loss Corporations Seek "Grandfathering" Of "Sec. 338 Approach": November 13, 2019 - Bulletin Print Report; Where a "loss corporation" experiences an "ownership change," certain limitations are placed upon the amount of taxable income, for any taxable year ending...

Life Beneficiaries' Interest In Land Constitutes Replacement Property: November 13, 2019 - Volume 13 Issue 218 Print Report; Under the will of a decedent, several tracts of land were held in trust by a trustee for investment purposes. The income from the land was payable to designated indiv...

Petition For Refund Found To Be Untimely: November 13, 2019 - Bulletin Print Report; Sec. 3003.1(a) of the Tax Reform Code of 1971 (Pennsylvania) provides: "For a tax collected by the Department of Revenue...a taxpayer who has actually paid tax...may petit...

Split-Off Of A "QSub": November 12, 2019 - Bulletin Print Report; D is an 'S' corporation. A, B, C1, and D1 collectively own 50 percent of the stock of D. B, C1, and D1 are the children of A. E, F, G, and H collectively own the remain...

Advisory Fees Are An Expense Of The Annuity Contract: November 12, 2019 - Bulletin Print Report; TP is a life insurance company and is a subsidiary of Parent. TP intends to offer three non-qualified deferred annuity contracts, (the "Contract"). The Contract will...

SunPower's Spin-Off Will Feature An Equity Infusion: November 12, 2019 - Bulletin Print Report; SunPower, (SPWR), hasannounced ambitious plans to separate itselfinto two "independent, complementary, strategically-aligned, and publicly-traded companies--Su...

The Attribution Rules Do Not Apply to Sec. 269: November 12, 2019 - Volume 13 Issue 217 Print Report; Mr. A directlyowned 100 percent of the stock of M Corporation, (M), and 10 percent of the stock of X Corporation, (X). M directlyowned 45 percent of the s...

I.R.S. Approves Retention Of "Spinco" Securities: November 11, 2019 - Bulletin Print Report; Distributing, ("D"), a widely held State A corporation, is the common parent of an affiliated group that files a consolidated federalincome tax return, (the &qu...

Employer Debt Contributed To Pension Plan: November 11, 2019 - Bulletin Print Report; Company, ("C"), provides insurance productsand financial services, and uses a calendar year accounting period and accrual method of accounting for federal incom...

Income Derived From Sand Constitutes Qualifying Income: November 11, 2019 - Volume 13 Issue 216 Print Report; X is a limited liability company organized under the laws of State. X intends to contribute all or a portion of its assets to a new limited partnership, Y. After the...

Purchases Of Natural Gas Not Deductible: November 8, 2019 - Bulletin Print Report; The taxpayer, ("TP"), co-owns, L, a power plant in New Mexico. TP purchases natural gas from various third parties for use in producing electricity at the plant. TP a...

Deducting Accrued Interest on Convertible Debentures: November 8, 2019 - Volume 13 Issue 215 Print Report; TP issued debentures which bear interest that is payable semi-annually on Date Y and on Date Z of each year. The debentures are convertible at the option of the holde...

Asset Purchase Agreement Did Not Shift Burden Of Sales Tax: November 8, 2019 - Bulletin Print Report; In 2016, pursuant to an asset purchase agreement, Plaintiffs sold Defendants the "GM" for a total of $6 million. The sale included...all real property and assets--bot...

Taylor Morrison And William Lyon To Join Forces: November 7, 2019 - Bulletin Print Report; Taylor Morrison Home Corporation, ("TMHC") and William Lyon Homes, ("WLH"), have entered into a definitive agreement pursuant to which TMHC"will...

Bulk Sales and the NYC RPTT: November 7, 2019 - Volume 13 Issue 214 Print Report; Under the New York City (NYC) Real Property Transfer Tax (RPTT), transfers of real property are taxable provided the consideration for the transfer is more than $25,0...

Sourcing Investment Advisory Receipts For Illinois Tax Purposes: November 7, 2019 - Bulletin Print Report; TP is an investment advisor located in Illinois and is designated as a C corporation. TP earns the majority of its revenue for services it performs as the investment advisor fo...

Travel To Timber Properties Found To Be Deductible: November 6, 2019 - Bulletin Print Report; P, during the early 1980s, inherited from his mother more than 100 acres of Washington State land. The land was in two counties and P traveled substantially every week to take...

Gain From Taxable Liquidation Is "Business Income": November 6, 2019 - Volume 13 Issue 213 Print Report; TP, which is incorporated in Ohio but commercially domiciled in North Carolina, manufactures waste handling and recycling equipment for residential and commercial use...

Pre-'B' Dividends Not Treated as Consideration For the Stock: November 5, 2019 - Volume 13 Issue 212 Print Report; Operating Company, (OC), is owned by BB, a group offormer employees, and a KSOP. The board of directors of OC has determined that creating a public market for i...

Cycle Bar Classes Are "Taxable Commercial Recreation": November 5, 2019 - Bulletin Print Report; CBFis an indoor, stationary cycling fitness franchisor of over 400 CB studios in the U.S., Canada, and the U.K. Petitioner CJHis the franchisee of a studio that it...

"Merchant" Not Eligible For Sales Tax Exemption: November 5, 2019 - Bulletin Print Report; The taxpayer, ("TP"),contracts with land owners for the right to obtain pine straw. The pine trees that eventually produced the pine straw were not planted by T...

Corporate Disbursements Gave Rise To "Constructive Dividends": November 5, 2019 - Bulletin Print Report; S is the owner of SESP. Throughout 2010, S maintained a business checking account in his name; and another such business checking account in the name of SESP. S never filed inc...

Reverse Inversion Of Wright Medical Group N.V.: November 4, 2019 - Bulletin Print Report; This morning, another so-called "reverse inversion" was announced. We may have something of a trend at work here, when oneconsiders the recent reverse inversion...

Litigation Award Sourced To Massachusetts: November 4, 2019 - Bulletin Print Report; APP was a Delaware corporation whose principal place of business was in Massachusetts, ("M"). APP was classified as a manufacturing corporation for M corporate excise...

Boat Slips Are Real Property: November 4, 2019 - Bulletin Print Report; TP has elected to be treated as a real estate investment trust, ("REIT"). TP owns substantially all of the interests in a limited liability company that is classified...

Gain On Sale Of Vacant Land Excluded Under Sec. 121: November 4, 2019 - Bulletin Print Report; TP 1 purchased Property 1 as a principal residence on Date 1 for Amount 1. TP 1 and TP 2 were married on Date 2. TPs used Property 1 as their principal residence from Year 1 to...

Intervening Merger Will Not Taint Previously Announced Split-Off: November 4, 2019 - Volume 13 Issue 211 Print Report; The Prior Ruling Letter (issued to Viacom) concerned a proposed split-off transaction, (the "Split-off Transaction"). The Proposed Split-off has not, as yet, been con...

End-Users Of Microsoft Software Were Not Its Licensees: November 1, 2019 - Bulletin Print Report; Microsoft Corporation, ("M"), is engaged in the business of developing, distributing, and licensing computer software. OEMs are businesses, for example Dell or Hewlet...

Parent Surrendered Beneficial Ownership of Sub Stock To Creditor: November 1, 2019 - Volume 13 Issue 210 Print Report; For the fiscal year ended March 31, 1971, X elected to file, and did file, a consolidated income tax return which included M....

Cannabis Operating Costs Not Deductible in Illinois: November 1, 2019 - Bulletin Print Report; Company, ("C"), is a medical cannabis dispensary. C's principal operationis the sale of "Product" to serve the medical needs of registered patient...

Digital Realty Trust Will Expand Abroad: October 31, 2019 - Bulletin Print Report; Digital Realty Trust, a real estate investment trust, ("REIT"), and InterXion N.V. announced that they have entered into a definitive agreement "to combine their...

Gross Receipts From Deemed Sale of Assets Not In Sales Factor: October 31, 2019 - Volume 13 Issue 209 Print Report; TP was owned by P. P sold the stock of TP to an unrelated third party purchaser. The parties, TP and the purchaser, executed an election under Sec. 338(h)(10) with re...

Absence Of Utility Company Metering Prevents Solar Tax Credit: October 31, 2019 - Bulletin Print Report; JR resides in Des Moines, Iowa. He installed an eight-panel solar array on his property in 2015. The array was connected to a Mid-American Energy bi-directional meter located o...

RSUs And DCPs Are "Paid In Illinois": October 31, 2019 - Bulletin Print Report; M is a retired full time Illinois resident who will continue to receive "RSU" and "DCP" income from Illinoisthat Company, i.e., the company from which...

Prologis, Inc. To Acquire Liberty Property Trust: October 30, 2019 - Bulletin Print Report; Prologis, Inc. and Liberty Property Trust, each of which are real estate investment trusts, ("REITs"), announced that the companies have entered into a definitive mer...

Qualifying Child Need Not Be A Dependent: October 30, 2019 - Bulletin Print Report; On February 1, 2015, P timelyfiled a New York State and City tax return on which wage income and Schedule C income was reported. P filed as "head of household"...

A Reorganization Needs a Non-Tax Business Purpose: October 30, 2019 - Volume 13 Issue 208 Print Report; ACQ, a domestic corporation, and its U.S. subsidiaries ("the Group") file a consolidated income tax return. In 1983, the Group reported a loss of nearly $2...

Texas Franchise Tax Is Not An "Occupation" Tax: October 30, 2019 - Bulletin Print Report; Claimant, ("C"), is a registered motor carrier that provides passenger transportation services. Its headquarters are in Ohio, but it operates throughout the United St...

Eaton Avoids Underpayment Penalties: October 29, 2019 - Bulletin Print Report; On July 26, 2017, the court filed its opinion in this case, known as "Eaton II," which stated at the end: "Decision will be entered under Rule 155." The par...

Exercise of Rights Rescinded: October 29, 2019 - Volume 13 Issue 207 Print Report; The stock of X consisted of a single class of common stock. In 1973, the directors of X distributed to its common shareholders transferable rights to subscribe, on or...

Member Of LLC Treated As "Doing Business" In California: October 29, 2019 - Bulletin Print Report; APP is a foreign single-member LLC domiciled in Georgia. It was not, and has never been, registered to do business in California. During 2013, APP held a 50 percent interest in...

Merger Of Family Corporations Produces A "Disguised" Gift: October 29, 2019 - Bulletin Print Report; In 1979, the Cs (MRS and MR), incorporated K. MRS owned 51 percent of K's stock and MR owned 49 percent thereof. Years later,KE, P, and J, the sons of MRS and MR, inc...

Deemed Partnership Distributions Produce Partner Level Gains: October 28, 2019 - Bulletin Print Report; TT5is a California limited liability company, (LLC), owned, as of the beginning of 2007, by B (72.5 percent), APP (22.5 percent), and 1251 LLC (five percent). During 2007...

Repurchases Of Stock Following A Spin-Off: October 28, 2019 - Bulletin Print Report; D2 was the parent of a worldwide group of domestic and foreign entities. Pursuant to transactions described in PLR-1300090-15 (February 24, 2016), D2 effectuated the distributi...

Stock Received In Merger Is "Acquired" On the Merger Date: October 28, 2019 - Volume 13 Issue 206 Print Report; X, a dealer in securities, has, for many years, engaged in the purchase and sale of Y stock. On July 31, 1973, in a transaction qualifying as a reorganization under S...

Installation Of Cabling Constitutes A "Construction Contract": October 25, 2019 - Bulletin Print Report; During a rehabilitation of its headquarters in Columbus, Ohio, Nationwide Mutual Insurance Company, ("N"), engaged contractors to install communications lines, which...

Temporary Suspension Of Voting Rights: October 25, 2019 - Volume 13 Issue 205 Print Report; A owned100 percent ofthe stock of X. On March 13, 1977, M acquired all the X stock from A solely in exchange for 100,000 shares of M voting stock. The exc...

Sec. 280E Is Not A Penalty Provision: October 24, 2019 - Bulletin Print Report; P is a California corporation owned by DRF. P does not dispute that its business consists of operating a medical marijuana dispensary. Sec. 280E of the Internal Revenue Code pr...

Allocating Earnings and Profits: October 24, 2019 - Volume 13 Issue 204 Print Report; The corporation, (C), had a deficit in accumulated earnings and profits of $60x as of January 1, 1973. However, C had $60x of earnings and profits of the taxable year...

Purchase Of Business Not Exempt From Sales Tax: October 24, 2019 - Bulletin Print Report; D purchased assets valued at $1.15 million from S, an HVAC services business. D did not purchase any of S's cash, checking and savings accounts, accounts receivable, promis...

Club Membership Fees Subject To California Sales Tax: October 23, 2019 - Bulletin Print Report; APP, a California limited liability company, operated Tower Club, (the "club"), a members-only facility located in Oxnard, California, from April 2011 until it was so...

CBS/Viacom--"Like A Pooling": October 23, 2019 - Bulletin Print Report; On August 13, 2019, CBS Corporation, ("CBS"), and Viacom, Inc., ("V"), entered into an Agreement and Plan of Merger which is now on the brink of being consu...

The Willens Deal Survey October 2019: October 23, 2019 - The Deal Survey: October 2019 Print Report; Welcome to our summary of deals for October 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Non Wash Sale Loss Disallowed: October 23, 2019 - Volume 13 Issue 203 Print Report; Petitioner, (P), has been a member of the New York Coffee and Sugar Exchange (the "Exchange")since 1925. P's activities consisted of acting as a b...

Gain From Short Sale Not UBTI: October 22, 2019 - Volume 13 Issue 202 Print Report; Employer M maintains Plan X, a qualified plan under Sec. 401(a) of the Internal Revenue Code. Plan X intends to engage in certain 'short sale' transactions.

"Clean Rooms" Are Not Fixtures: October 22, 2019 - Bulletin Print Report; The taxpayer specializes in the design, manufacturing, installation, and services associated with modular "clean rooms" for their customers. The purpose of a clean ro...

Event Tickets Are Not "Services": October 22, 2019 - Bulletin Print Report; G operates Parx Casino. G distributes complimentary event tickets to patrons as a result of their table game and slot machine play. The Commonwealth of Pennsylvania, (the "...

"Straddle" Tax Years Must Be Bifurcated: October 22, 2019 - Bulletin Print Report; The Debtors provided "non-standard" personal automobile insurance policies to individual consumers who were unable to obtain insurance from "standard" autom...

Hudson's Bay Company To Be "Taken Private": October 21, 2019 - Bulletin Print Report; Hudson's Bay Company, ("HBC"), announced, on October 21, 2019, that, "following an extensive review and analysis," it has entered into a definitive &quo...

Alexion To Acquire Achillion: October 21, 2019 - Bulletin Print Report; Alexion Pharmaceuticals, Inc., ("AL"), entered into an Agreement and Plan of Merger with "Merger Sub," a newly formed, wholly-owned subsidiary of AL, and Ac...

Non-Profit Entities Are Corporations: October 21, 2019 - Bulletin Print Report; Sec. 6621(a)(1) of the Internal Revenue Code requires the I.R.S. to apply a lower interest rate for refunds owed to "corporations," than for refunds owed to other typ...

Directors' Fees Not Sourced To California: October 21, 2019 - Bulletin Print Report; Company, ("C"), is commercially domiciled outside of California in the state of "X." The business of C is managed under the direction of its Board of Direct...

Income From Mining and Processing Kaolin Is Qualifying Income: October 21, 2019 - Volume 13 Issue 201 Print Report; X is a limited liability company organized under the laws of State. X intends to contribute all or a portion of its assets to a new limited partnership, Y. After an i...

Statutory Liens Cannot Be Avoided: October 18, 2019 - Bulletin Print Report; Debtor filed a Petition for relief under Chapter 13 on March 8, 2019. The Internal Revenue Service, ("I.R.S."), filed its Proof of Claim on June 11, 2019. The I.R.S....

Misappropriated Income Is Nevertheless Included In Gross Income: October 18, 2019 - Bulletin Print Report; N's husband died in 2002, leaving behind substantial assets to provide for her care for the remainder of her life. N's son, C, was named the executor of N's husband...

Managing One's Investments Is Not "Carrying On a Trade or Business": October 18, 2019 - Volume 13 Issue 200 Print Report; Petitioner, with extensive investments in real estate, bonds, and stocks, devoted a considerable portion of his time to the oversight of his interests and evenh...

MGM To Engage In A Tax Efficient "Leveraged Partnership" Transaction: October 17, 2019 - Bulletin Print Report; MGM Resorts International, ("Parent"), announced that it has entered into a definitive agreement to form a joint venture, BCore Paradise JV LLC,("JV")...

Valuable Consideration Renders Aircraft Eligible For Use Tax Exemption: October 17, 2019 - Bulletin Print Report; BA purchased an aircraft from Cessna Finance Corporation in Kansas. That same day, BA entered into an aircraft lease agreement with B, a common carrier that provides charter tr...

Finder's Fee Ruled Nondeductible: October 17, 2019 - Bulletin Print Report; Plano Molding Co., ("P"), specializes in the manufacture of plastic storage equipment for outdoor sports. In February 2007, Tinicum Capital Partners, ("T"),...

CFC Does Not Generate Foreign Base Company Income: October 17, 2019 - Volume 13 Issue 199 Print Report; TP is the "x%" owner of USS, a domestic corporation which indirectly owns "y%" of a controlled foreign corporation (CFC). CFC, in turn, owns "...

PE To Acquire JAG: October 16, 2019 - Bulletin Print Report; Parsley Energy, Inc., ("PE"), and Jagged Peak Energy, Inc., ("JAG"), announced, on October 14, 2019, that they have entered into a definitive merger agreeme...

Book Value of Inventory Constitutes Personal Property Tax Base: October 16, 2019 - Volume 13 Issue 198 Print Report; Rich's Department Stores, Inc., (R),employed the "retail inventory method" to account for its merchandise inventory. &...

Refund Of "RPTT" Denied: October 15, 2019 - Bulletin Print Report; Petitioner, ("P"), is a tax-exempt organization, recognized as such by Internal Revenue CodeSec. 501(c)(3) and City Administrative Code Sec. 11-2106(b)(2). P is...

Virginia Does Not Allow A Deduction For "Creditable" Expenses: October 15, 2019 - Bulletin Print Report; The taxpayers were shareholders of a subchapter S corporation, (the "Corporation"). On its 2016 federal income tax return, the Corporationclaimed a credit pursu...

A Tax Exempt Organization's Subpart F Inclusion Is Not UBTI: October 15, 2019 - Volume 13 Issue 197 Print Report; A is the exempt domesticholding company of B, a hospital exempt from federal income tax under Sec. 501(c)(3) of the Internal Revenue Code. A has formed a contro...

What Does IAC Have In Mind?: October 14, 2019 - Bulletin Print Report; IACbeneficially owns 16,402,602 shares of Common Stock of Match Group, Inc., ("MGI"), representing approximately 23 percent of the total outstanding shares of M...

Whiskey Barrels Are Exempt From Property Tax: October 14, 2019 - Bulletin Print Report; The subject property consisted of previously-unused whiskey barrels Brown-Forman Corporation, ("BF"), either built or acquired. Once the barrels arrived at the local...

Effect of Contribution to Capital Upon Basis of Contributor's Stock: October 14, 2019 - Volume 13 Issue 196 Print Report; N is incorporated under the laws of State X. All of the outstanding common stock of N is owned by M, an individual. M desires...

RIC Stock Dividend Not Taxable: October 11, 2019 - Volume 13 Issue 195 Print Report; X Corporation, (X), distributed, pro-rata, shares of its preferred stock to the holders of its common stock. The preferred st...

"Airdrops" Of Cryptocurrency Result In Gross Income: October 11, 2019 - Bulletin Print Report; Virtual currency is a digital representation of value that functions as a medium of exchange, a unit of account, and a store of value other than a representation of the United...

Contingent Voting Rights Are Disregarded: October 10, 2019 - Volume 13 Issue 194 Print Report; A is the common parent of a group of affiliated corporations. A owns "h" shares of the common stock and "i" shares of the voting preferred stock o...

Wisconsin's Tax On Railroad Property Is Discriminatory: October 10, 2019 - Bulletin Print Report; Chapter 70 of the Wisconsin Tax Code governs the taxation of manufacturing and commercial companies aside from railroads and utilities companies. Chapter 76 governs the taxatio...

NAP To Be Acquired In A "Two-Tier" Deal: October 10, 2019 - Bulletin Print Report; Impala Platinum Holdings Limited, ("IMP"), announced that it has entered into a definitive agreement to acquire 100 percent of the outstanding shares in Canadian PGM&...

District Court Cannot Adjudicate An Overpayment Interest Dispute: October 10, 2019 - Bulletin Print Report; Federal courts, it goes without saying, must have a statutory basis to exercise jurisdiction. Plaintiffs bring this lawsuit against the government seeking to recover interest b...

Transitory Ownership Does Not Terminate 'S' Election: October 8, 2019 - Volume 13 Issue 193 Print Report; Corporation, ("C"), is an 'S' corporation. The "continuing shareholders" collectively own "a%" of the total stock of C. The &quo...

Distributions To Shareholder/Employees Characterized As Dividends: October 8, 2019 - Bulletin Print Report; Shore Building Contractors, Inc., ("SB"), is a closely-held corporation that acts as general contractor in the construction industry. J and C, unrelated individuals,&...

Are "LIHTCs" Considered In Determining Fair Market Value Of Realty?: October 8, 2019 - Bulletin Print Report; OCGA Sec. 48-5-2(3) defines the phrase, fair market value of property, for purposes of ad valorem real property taxation, as "the amount a knowledgeable buyer would pay fo...

CJ's Dividend Should Not Be "Extraordinary": October 7, 2019 - Bulletin Print Report; C&J Services, Inc., ("CJ"), announced, on October 4, 2019,that its Board of Directors has declared, "contingent on further action by the Board to estab...

Hess Midstream Partners To Restructure: October 7, 2019 - Bulletin Print Report; Hess Corporation, ("HC"), and Global Infrastructure Partners, ("GIP"), each owns an approximate 34 percent limited partnership interest in Hess Midstream Pa...

SIX/FUN - Updated 10/7/19: October 7, 2019 - Bulletin Print Report; We thought it would be a good idea to address several of the quest...

Alternative Investments Are Not Jeopardizing Investments: October 7, 2019 - Volume 13 Issue 192 Print Report; Y is exempt from tax under Sec. 501(c)(3) and is classified as a private foundation under Sec. 509(a). Y provides grants to charities in furtherance of its charitable...

NOLs Of Acquired Corporations Reduce Maryland Modified Income: October 4, 2019 - Bulletin Print Report; Petitioner, ("P"), challenges the Comptroller of Maryland'sposition of denying P's federal net operating losses, ("NOLs"), for Maryland corpor...

Reliance On Revenue Ruling Does Not Avoid Negligence Penalty: October 4, 2019 - Bulletin Print Report; BMEis contesting the I.R.S.'s assessment of Black Lung Excise Taxes, ("ET"). The ET is imposed by Sec. 4121 of the Internal Revenue Code which provides: &qu...

Redemption of Stock Acquired In Satisfaction of a Monetary Bequest: October 4, 2019 - Volume 13 Issue 191 Print Report; A decedent bequeathed outright to his wife "an amount sufficient to utilize the marital deduction to the maximum extent allowed by Sec. 2056 after taking into co...

Shipping Goods Into Ohio Led To Imposition Of "CAT": October 3, 2019 - Bulletin Print Report; Mia Shoes, Inc., ("MS"), is a wholesaler of footwear headquartered in Miami, Florida. MS designs and manufactures footwear, then distributes such footwear to customer...

Taxpayer's Altruism Does Not Net A Dependency Exemption Deduction: October 3, 2019 - Bulletin Print Report; During 2012, petitioner-wife, ("PW"), worked at MTC, and petitioner-husband, ("PH"), worked at the USPS. Sometime before 2012, PW met LT. In late 2011, LT a...

Partnership Not Entitled To S.C. Infrastructure Tax Credit: October 3, 2019 - Volume 13 Issue 190 Print Report; CH is a general partnership that operates in South Carolina and is wholly owned by CII's three corporate affiliates. CII is a corporation. CH acquires and develop...

Grantor Trust Is A Separate Entity: October 3, 2019 - Bulletin Print Report; The Rs, husband and wife, are the sole grantors, trustees, and beneficiaries of the R Family Trust, ("Trust"). The Rs are treated, for federal income tax purposes, as...

Transfer of Stock to Executor Not a "Sale Or Other Disposition": October 2, 2019 - Volume 13 Issue 189 Print Report; A taxpayer, who was not a dealer in securities, purchased shares of stock of a corporation in 1968 for $30 per share. The tax...

"AAA" Is Eliminated Following Expiration Of The "PTTP": October 2, 2019 - Bulletin Print Report; Plaintiffs are shareholders in three family-owned corporations: LSWARE, LSWASH, and LSB, (the "Corporations"). Throughout their history, these companies toggled betwe...

Disability Benefits Are "Wages" Subject To Withholding: October 2, 2019 - Bulletin Print Report; These motions, the court explained, arise from a settlement of an action to collect disability benefits under various sections of ERISA. According to the Plaintiff, ("P&qu...

Determining A REIT's "Capital Interest" In A Partnership: October 2, 2019 - Bulletin Print Report; Taxpayer, ("TP"), a limited liability company, intends to elect to be a real estate investment trust, ("REIT"). Government Entity and one or more non-govern...

Minority Partner Not Doing Business In California: October 1, 2019 - Bulletin Print Report; APP is a foreign LLC formed in Washington State. For the years in issue, it was not registered to do business with the California Secretary of State, ("SOS"). In Dece...

Taxpayer Denied Nonbusiness Bad Debt Deduction: October 1, 2019 - Volume 13 Issue 188 Print Report; During 2008, petitioner sold an apartment building and realized a significant capitalgain on the sale. She reported this gain under the installment method....

Fannie Mae Is Not A Governmental Body: October 1, 2019 - Bulletin Print Report; Plaintiff, ("P"), filed a complaint alleging that she was improperly assessed Chicago's transfer tax on property transferred to her by Fannie Mae, ("FM"...

The Value Of Stock Must Take Into Consideration A Pending Merger: October 1, 2019 - Bulletin Print Report; Donor, ("D"), is a co-founder and Chairman of the Board of Directors of Corporation A, ("CA"), a publicly traded corporation. On Date 1, D transferred Share...

Tax Credit Denied to Producer Of Alternative Fuel Mixture: September 27, 2019 - Bulletin Print Report; Sec. 6426(e) of the Code allows taxpayers to obtain a credit for producing any alternative fuel mixture for sale or use in a trade or business of the taxpayer.

Redemption of Interest In an Investment Trust: September 27, 2019 - Volume 13 Issue 187 Print Report; TR is an arrangement created under a trust instrument and classified as a trust under Reg. Sec. 301.7701-4(c). TR holds a fixed portfolio consisting of common stock i...

Johnson & Johnson Scores A Refund Of NJ "Insurance Premium Tax": September 26, 2019 - Bulletin Print Report; Johnson & Johnson, ("J"), is a New Jersey corporation headquartered in New Brunswick, New Jersey.In 1970, J formed Middlesex Assurance Company, ("MA&qu...

Avoiding Exposure To Environmental Liabilities Drives A Spin-Off: September 26, 2019 - Volume 13 Issue 186 Print Report; Distributing, ("D"), a State X corporation, has two classes of stock outstanding, Class A and Class B. The Class A shares are voting shares while the Class B shares a...

Elliott Management's Plan For Marathon Is Tax-Efficient: September 25, 2019 - Bulletin Print Report; Elliott Management, (EM), has come out with a comprehensive and obviously well thought out plan for the restructuring of Marathon Petroleum Corporation (MPC). EM has some histo...

"Tax Gross-Up Award" Denied Aggrieved Party: September 25, 2019 - Bulletin Print Report; S is a limited partnership formed by G and P to manage housing properties. Each partner owned a 2.5 percent general partnership interest and a 47.5 percent limited partnership...

Seller Of Multiple Motor Vehicles Denied A Sales Tax Credit: September 25, 2019 - Bulletin Print Report; On February 26, 2017, the Ks sold a Ford truck for $10,500. Two weeks later, the Ks sold a Kawasaki motorcycle for $3,900. On March 14, 2017, the Ks purchased a Dodge truck for...

Patent Infringement Payments Constitute Business Income: September 25, 2019 - Volume 13 Issue 185 Print Report; Client, (C), is a corporation that files as part of an Arizona consolidated return with its Parent (the "Arizona Affiliated Group"). &...

Lessor Not Entitled To Solar Energy Device Tax Credit: September 24, 2019 - Volume 13 Issue 184 Print Report; Company, (C), is a solar equipment leasing company. C is organized as a limited liability company (LLC)and istaxed as a partnership. C desires to install,...

"ATVs" And "UTVs" Are "Motor Vehicles": September 24, 2019 - Bulletin Print Report; Petitioner, ("P"), sells all-terrain vehicles, ("ATVs"), side-by-side vehicles or utility task vehicles, ("UTVs"), motorcycles, and utility traile...

Massachusetts Tax Credit Allowed For CT "Pass-Through Entity" Tax: September 24, 2019 - Bulletin Print Report; Massachusetts, ("M"), law generally provides for a credit (the "Sec. 6(a) credit") against taxes imposed under chapter 62 on M residents for taxes due any o...

The Willens Deal Survey September 2019: September 23, 2019 - The Deal Survey: September 2019 Print Report; Welcome to our summary of deals for September 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Overstock.com To Declare "Unusual" Stock Dividend: September 23, 2019 - Bulletin Print Report; Overstock.com, Inc., ("OSTK"), announced, on July 30, 2019, that its Board of Directors has declared a dividend "payable in shares of its Digital Voting Series A...

Unfinished House Not Eligible For Florida's Homestead Exemption: September 23, 2019 - Bulletin Print Report; In July 2013, the Baldwins, (the "Bs"),sold their residence and abandoned their homestead. On July 10, 2013, the Bs purchased another property with a house on i...

PIK Interest Income Was "Unitary" Income: September 23, 2019 - Bulletin Print Report; Petitioner, ("P"), is a packaged food company. Prior to March 2008, P operated in three distinctsegments: consumer foods, international foods, and food and ingr...

Basis Of "QRP" Is Determined Under Sec. 1014: September 23, 2019 - Volume 13 Issue 183 Print Report; Shareholder, (SH), owns 100 percent of the common stock of X, a Massachusetts corporation. SH will sell "qualified securities" to an employee stock ownershi...

"Durable" Power Of Attorney Prevents Tolling Of Limitations Period: September 20, 2019 - Bulletin Print Report; In October 2005, H and his father, C, executed a written "durable" power of attorney, (the "DPA"). H requested the DPAto better assist C in the manage...

IRA Withdrawal Is Not Recast: September 20, 2019 - Bulletin Print Report; On October 29, 2014, a Judgment and Property Order Attachment to Judgment, ("Property Order"), was entered that dissolved P's marriage to his former spouse. It pr...

Clear and Convincing Evidence Lacking: September 20, 2019 - Volume 13 Issue 182 Print Report; Petitioner, (P), is the founder and president of a consulting engineering firm located in Orange County (New York). In 1977 or 1978, P announced his intention to grad...

Can AT&T Spin-Off DTV?: September 19, 2019 - Bulletin Print Report; The Wall Street Journal is reporting that AT&T, Inc. ("T") is considering parting ways with DIRECTV, ("DTV"), and has explored, among other options, a s...

Last Hurrah For "Sec. 338 Approach": September 19, 2019 - Bulletin Print Report; Sec. 382(a) of the Internal Revenue Code provides that, after an "ownership change," within the meaning of Sec. 382(g), the amount of a loss corporation's taxable...

Outbound Liquidation: September 19, 2019 - Volume 13 Issue 181 Print Report; Parent, (P), is a Country X corporation engaged in the banking business worldwide. P conducts the banking business within the U.S. through a State A branch. P owns al...

Unbroken String Of Losses Does Not Negate Profit Motive: September 19, 2019 - Bulletin Print Report; WPR is a Texas limited partnership. It operates as the owner and developer of Whistling Pines Golf Club, ("WP"). O is the general partner of WPR and owns a onep...

District Court Had No Jurisdiction Over Overpayment Interest Claim: September 18, 2019 - Bulletin Print Report; Pfizer, Inc., ("P"), filed its 2008 Federal income tax return on September 11, 2009. The return depicted an overpayment of $769,665,651, and P asked the I.R.S. to ref...

SemGroup Shareholders Will Engage In A "Disguised Sale": September 18, 2019 - Bulletin Print Report; Energy Transfer L.P., ("ET"), a Delaware limited partnership, announced on September 16, 2019that it has entered into a "definitive merger agreement whereb...

Risk Reduction Is A Good Business Purpose For A Spin-Off: September 18, 2019 - Volume 13 Issue 180 Print Report; Distributing, (D), has two classes of stock outstanding: Class A and Class B. Each classis imbued withequal rightswith respectto dividends and...

Another CVR Sighting: September 17, 2019 - Bulletin Print Report; H. Lundbeck A/S, ("HL"), and Alder BioPharmaceuticals, Inc., ("AB"), announced a definitive agreement for "HL to acquire AB." HL will form an indi...

Deferred Compensation Constitutes "Pensions and Annuities": September 17, 2019 - Volume 13 Issue 179 Print Report; The Plan is an unfunded contractual agreement between Petitioner and his former Employer under which Petitioner provided services to Employer in exchange for Employer...

JEF To Pay An "In-Kind" Dividend: September 17, 2019 - Bulletin Print Report; Jefferies Financial Group, Inc., ("JEF"), is engaging in a rather unusual transaction--it will be distributing "property" (other than money) to its sharehol...

Money Lender Sustains A Business Bad Debt Deduction: September 17, 2019 - Bulletin Print Report; B was a licensed real estate broker. He was also a co-founder andthe majority shareholder of A, an 'S' corporation. A was engaged in making mortgage loans secured...

Amazon Owes South Carolina Sales Tax On "Merchant" Sales: September 16, 2019 - Bulletin Print Report; Amazon Services, ("AS"), is an Amazon.com, Inc. subsidiary that operates the website amazon.com, (the "Marketplace"), which lists various products for sale,...

Zimmer Liable For Illinois Use Tax: September 16, 2019 - Bulletin Print Report; The Illinois Retailers' Occupation Tax Act imposes a tax upon persons engaged in this State in the business of selling tangible personal property to purchasers for use or c...

Contract Buy-Out Payment Not New York Source Income: September 16, 2019 - Volume 13 Issue 178 Print Report; Petitioner is a professional sports player, almost certainly a hockey player, carries a foreign passport, and is a domiciliary of X-Country (XC). In 1993, petitioner...

Prizes And Awards Are Included In Income: September 13, 2019 - Bulletin Print Report; In 2016, C was a high school student in Columbia, Tennessee. That year, a local car dealership, CCD, held its annual "Strive to Drive" competition. Strive to Drive is...

"Snowbird" Did Not Abandon NY Domicile: September 13, 2019 - Volume 13 Issue 177 Print Report; In 1971, petitioners were married and purchased a home in Queens, New York, (MH). In 1993, petitioners created a retained interesttrust which provided for them...

A "Checked" Entity Is A Corporation For Tax Purposes: September 12, 2019 - Bulletin Print Report; Petitioner, ("P"), is a Delaware corporation that manufactures and markets agricultural equipment.... P owned the single membership interest of JDH-US, a limited liab...

G.E. Will Deconsolidate Baker Hughes: September 12, 2019 - Bulletin Print Report; Baker Hughes, a GE company, ("BHGE"), as expected, announced recently that its controlling shareholder, General Electric Company, ("GE"), has commenced a se...

Obligation To Pay For Redeemed Shares Is Other Property: September 12, 2019 - Volume 13 Issue 176 Print Report; The decedent died in 1981 owning 2,600 shares of the 7,500 outstanding shares of a closely held corporation. The executor ele...

OTCs Are In The Business Of Operating Hotels: September 11, 2019 - Bulletin Print Report; Online travel companies, ("OTCs"), develop, operate, and maintain websites that offer "travel facilitation" services. One of these services allows travelers...

Certain Redemptions Count For "Substantially All" Purposes: September 11, 2019 - Volume 13 Issue 175 Print Report; AF is a State A corporation registered under the Investment Company Act of 1940 as a diversified, open-end management investment company. AF has elected to be treated...

I.R.S. Proposed Regulations Will Reduce NOL-Absorbing "RBIGs": September 10, 2019 - Bulletin Print Report; The Internal Revenue Service has issued proposed regulations "regarding the items of income and deduction which are included in the calculation of 'built-in gains and...

No Sales Tax On Golf Cart Rentals: September 10, 2019 - Volume 13 Issue 174 Print Report; PFG owned and operated the Golf Club at Peveley Farms, (PF). PFG purchased and paid sales tax on golf carts for use at the PF course. PFG requires its customers to pa...

Charter Schools' Ad Valorem Funding Is Constitutional: September 10, 2019 - Bulletin Print Report; Under the Mississippi Charter Schools Act of 2013, (the "Act"), a charter school receives its funding from two sources: (1) local ad valorem taxes...

Private Equity Firms Seek To Remedy Symantec's Tax Inefficiency: September 9, 2019 - Bulletin Print Report; The Wall Street Journal is reporting that "Symantec Corporation, ("S"), has received interest from a pair of private-equity suitors seeking to buy the firm for m...

The "Absolute Priority" Rule Applies In Individual Chapter 11 Cases: September 9, 2019 - Bulletin Print Report; The Debtors filed a Chapter 11 Plan that provides for the secured claim of the I.R.S., in the amount of $225,884.28, to be reduced to $41,905. The reduced number represents the...

Payments In Lieu Of Liquidating Dividends: September 9, 2019 - Bulletin Print Report; AABAhas declared a liquidating distribution in the amount of $51.50 in cash per share of its common stock. The distribution will be paid on September 23, 2019 to holders...

Bankruptcy Does Not Affect Affiliation: September 9, 2019 - Volume 13 Issue 173 Print Report; X is the common parent of an affiliated group filing a consolidated income tax return on a calendar year basis. Y has been a wholly-owned subsidiary of X since its or...

AABA Declares A Liquidating Distribution: September 6, 2019 - Bulletin Print Report; Altaba, Inc., ("AABA"), announced that its Board of Directors has declared a "liquidating distribution" of $51.50 in cash per share of its common stock. The...

Date of Acquisition Excluded In Determining Holding Period: September 6, 2019 - Volume 13 Issue 172 Print Report; Plaintiffs are husband and wife. On November 30, 1972, they purchased certain commodity futures contracts, which they sold on May 31, 1973, resulting in a gain of $1,...

PRU To Make "Earn-Out" Payments: September 6, 2019 - Bulletin Print Report; Prudential Financial, Inc., ("PRU"), has signed a definitive agreement to acquire a closely held corporation named Assurance I.Q., Inc., ("AIQ"). AIQ is an...

Abercrombie & Fitch's California Challenge Yields No Damages: September 6, 2019 - Bulletin Print Report; Abercrombie & Fitch, ("A"), is a Delaware corporation. A engages in a multi-state "unitary" business that consists primarily of selling clothing at reta...

Passage of Title Fixes Sales Tax Obligation: September 5, 2019 - Volume 13 Issue 171 Print Report; Applicant, (AP), is an out-of-state distributor of engines, generators, and other types of equipment. AP maintains distribution facilities in several different states...

Activity Not Considered A Rental Activity: September 5, 2019 - Bulletin Print Report; The Es owned numerous rental properties including the three at issue here. The Es treated the three properties as "rental activity." The I.R.S. disallowed this approa...

"System" Not An Exempt Orthopedic Or Prosthetic Device: September 5, 2019 - Bulletin Print Report; APP is a California based corporation that is in the business of manufacturing and selling certain medical devices. APP produces the "System," which consists of three...

Will Caesars' Foreign Shareholders Be Subjected To Withholding Tax?: September 5, 2019 - Bulletin Print Report; Eldorado Resorts, Inc., ("ERI"), has entered into a definitive agreement with Caesars Entertainment Corporation, ("CEC"),pursuant to which the former...

Avoiding Sec. 332 Nonrecognition Treatment: September 4, 2019 - Volume 13 Issue 170 Print Report; Y owned all of the stock of Z. On February 20, 1979, Y sold 333 of the 1,000 shares of Z stock to an unrelated party, W. The purchase price and terms of the transacti...

Loan Not A Non-Dischargeable "Educational Loan": September 4, 2019 - Bulletin Print Report; Debtor, ("D"), began attending college at the University of New Haven in the fall of 2009. D financed her studies with student loans, ("SLs"), other grants,...

A Contribution To A Qualified Trust Must Be Actually "Paid": September 4, 2019 - Bulletin Print Report; Sec. 404(a) of the Code governs the deductibility of a contribution to the trust of a deferred compensation plan maintained by an employer for its employees that satisfies the...

Adherence To Proposed "Device" Regs. Required For Ruling Purposes: September 4, 2019 - Bulletin Print Report; Distributing, ("D"), is the common parent of an affiliated group of corporations. The group is engaged in both Business A and Business B, each of which it has carried...

The New "Nexus" Rules Ensnare "Remote" Baker: September 3, 2019 - Bulletin Print Report; Company, which is located outside of Colorado, manufactures and sells pre-packaged "bakery food products," such as brownies, cookies, and bars. Company's bakery i...

I.R.S. Ruling Regarding Invesco's Acquisition Of OAC From MMLIC: September 3, 2019 - Bulletin Print Report; USP is the common parent of an affiliated group of corporations that files a consolidated federal income tax return. USP is Massachusetts Mutual Life Insurance Company. UST is...

MSG Spin-Off Update: September 3, 2019 - Bulletin Print Report; The Madison Square Garden Company, ("MSG"), in its recently filed Form 10-K, has, seemingly, confirmed the fact that it is actively pursuing a spin-off of a newly cre...

How To Determine Holding Period: September 3, 2019 - Volume 13 Issue 169 Print Report; The question is whether the profit of $95,168.75 realized by the taxpayer on the sale in 1927 of certain real estate is to be taxed as ordinary income or as capital g...

Vacation Home Found To Be Permanent Place Of Abode: August 30, 2019 - Bulletin Print Report; Petitioners, ("Ps"), husband and wife, are domiciled in the State ofNew Jersey. Petitioner-husband, ("P"), is the Chief Investment Officer of Wynnefie...

Tallgrass Energy L.P. Is A Corporation: August 30, 2019 - Bulletin Print Report; On August 7, 2019, Tallgrass Energy L.P., ("TGE"), announced that the board of directors of its general partner had received a proposal from Blackstone Infrastructure...

Determining Holding Period For Long-Term Capital Gain Purposes: August 30, 2019 - Volume 13 Issue 168 Print Report; The debentures in question are two of a series issued by K&S on October 1, 1963, bearing interest at the rate of six percent per annum payable in cash, maturing o...

Son Does Not "Inherit" His Father's Interest Expense Classification: August 29, 2019 - Bulletin Print Report; W is the son of M, who passed away in October 2013 at the age of 95. M participated in partnerships with CC, "a legendary real estate entrepreneur in the Washington D.C. a...

The "AOC" Lasts For Only Four Years: August 29, 2019 - Bulletin Print Report; The issue for decision is whether petitioners, ("Ps"), are entitled to the American Opportunity Credit, ("AOC"), related to their daughter, ET. Ps have two...

Worthless Debt Classified as "Nonbusiness": August 29, 2019 - Volume 13 Issue 167 Print Report; In 1970, petitioner owned 50 percent of the stock of DAI. PAG was a California corporation owned 30 percent by petitioner. In...

Bookseller Had Substantial Nexus With Washington: August 28, 2019 - Bulletin Print Report; T is based in Oregon and it purchases and sells textbooks over the internet from and to schools and students across the United States. T receives orders on its internet site, w...

FTI Will Pursue A Tax-Free Spin-Off: August 28, 2019 - Bulletin Print Report; In early 2017, Technip S.A., ("TEC"), and FMC Technologies, Inc., ("FTI"), engaged in an "inversion" transaction in which (i) TEC was merged with...

Waiver Of Waiting Period For Reconsolidation Denied: August 28, 2019 - Volume 13 Issue 166 Print Report; Prior to Date 1, P was the common parent of an affiliated group that filed a consolidated federal income tax return on a calendar year basis (the "Old Group"...

AMGN Will Acquire Otezla: August 27, 2019 - Bulletin Print Report; In order to secure neededapproval from the Federal Trade Commission, ("FTC"),for the Bristol-Myers-Squibb, ("BMY"), acquisition, Celgene Corpora...

Decedent's IRA Not Classified As An "Inherited" IRA: August 27, 2019 - Bulletin Print Report; Decedent died after he was required to begin receiving required minimum distributions from his individual retirement account, ("Decedent's IRA"). At the time of h...

Seller Of Telecommunications Services Cannot Deduct "COGS": August 27, 2019 - Bulletin Print Report; M sells electrical, light, and radio signals to customers who then use these signals to make phone calls or access the internet. In Texas, a franchise tax is imposed on each ta...

Right to Policy Dividends Is Not An "Incident of Ownership": August 27, 2019 - Volume 13 Issue 165 Print Report; Decedent and Former Spouse were married on Date 1. In Year, Former Spouse instituted an action for divorce in State Court. On Date 2, Decedent and Former Spouse execu...

States Need Not Grant Foreign Tax Credits: August 26, 2019 - Bulletin Print Report; The Steiners, (the "Ss"), filed joint tax returns as Utah residents in 2011, 2012, and 2013. Mr. S, ("S"), is a shareholder of SL, which is taxed as an '...

An Electric Vehicle's Battery Is Not A "Fuel Tank": August 26, 2019 - Bulletin Print Report; The taxpayer, (KK), owns and operates a plastic surgery business in Metarie, Louisiana. In 2016, KK decided to spread his wingsand did so by installing a row of Electric...

Characterizing ADR Program Payments: August 26, 2019 - Volume 13 Issue 164 Print Report; Corporations use Depositary Receipts programs to make their stock more attractive to investors in foreign markets. Depositary Receipts programs that make stock of for...

Location Of Residence Determined Site Of "Domicile": August 26, 2019 - Bulletin Print Report; Petitioner and his wife owned a property that straddles the Bronx/Yonkers border. Petitioner and his wife maintaintheir residence on the property, which has an address in...

VMware To Annex Pivotal Software and Carbon Black: August 23, 2019 - Bulletin Print Report; VMware, Inc., ("VMW"), is controlled by Dell Technologies, ("DT"). From what we can gather, DT wholly owns EMC and the latter owns approximately 97 percent&...

Damages For "Psychological Harm" Excluded From Gross Income: August 23, 2019 - Volume 13 Issue 163 Print Report; Before Year 1, Mr. Y suffered personal physical injuries within the meaning of Sec. 104(a)(2) of the Internal Revenue Code. I...

Pembina Pipeline Corp. Will Acquire Kinder Morgan Canada Ltd.: August 23, 2019 - Bulletin Print Report; Kinder Morgan Canada Limited, ("K"), announced that it has reached an agreement with Pembina Pipeline Corporation, ("P"), under which P has agreed "to...

Retired Taxpayer Did Not Qualify As A "Real Estate Professional": August 23, 2019 - Bulletin Print Report; At some time before 2013, petitioners, ("Ps"), purchased two contiguous rental properties in Glenn DaleMaryland. Each rental property consists of a single-famil...

Defaulted Plan Loan Is A Deemed Distribution Therefrom: August 23, 2019 - Bulletin Print Report; Mr. M was 51 years of age during the year at issue. He had been employed for about 15 years in the "SCA." As an SCA employee, Mr. M participated in the New York City...

The Willens Deal Survey August 2019: August 22, 2019 - The Deal Survey: August 2019 Print Report; Welcome to our summary of deals for August 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Lack Of Competent Appraisal Bars Hurricane Ike Casualty Loss Deduction: August 22, 2019 - Bulletin Print Report; In 1998, petitioner, ("P") purchased the property known as "HH for $9.25 million. The sale price consisted of P's then-current residence in the famed Rivers...

Sec. 301 Distributions By a "Converted" 'S' Corporation: August 22, 2019 - Volume 13 Issue 162 Print Report; X corporation, (X), was incorporated on Date 1. X elected to be treated as an 'S' corporation, effective Date 2. Prior to Date 2, X was taxed as a C corporati...

'S' Corporation Not Agent of Tax-Exempt Shareholder: August 21, 2019 - Volume 13 Issue 161 Print Report; Y is tax-exempt under Sec. 501(c)(3) of the Internal Revenue Code, and a Sec. 509(a) supporting organization of the Center and its School of Medicine. Through Y, the...

Marathon Oil Corporation Bests The I.R.S. In Tax Court: August 21, 2019 - Bulletin Print Report; In a case with only a "bare bones" opinion, one thing emerges very clearly, Marathon Petroleum Corporation, ("MRO"), scored an impressive victory over the I...

Nonresident Of Kentucky Taxed On Severance Pay: August 21, 2019 - Bulletin Print Report; From 2005 until 2015, SR maintained employment with Fruit of the Loom, ("FOL"), in Bowling Green, Kentucky. SR ended his employment with FOL effective December 31, 20...

Charitable Activities Not Considered In Determining Residency: August 20, 2019 - Volume 13 Issue 160 Print Report; X has been a Florida domiciliary since 1985. He owns a permanent place of abode in New York but does not spend more than 183 days in New York during any taxable year...

G.E.'s Accounting For BHGE Is Sound: August 20, 2019 - Bulletin Print Report; The "Markopolos Report," (the "Report"),which alleged serious accounting improprieties being committed by General Electric, ("GE"), initiall...

RIC Dividends Derived From Municipal Bond Interest Are Taxable: August 20, 2019 - Bulletin Print Report; Taxpayers, ("TPs"), reside in California. They held shares in the Blackrock Insured Municipal Term Trust, Inc., ("BMT"), a regulated investment company, (&q...

Prescription Drugs Includes Medical Devices: August 20, 2019 - Bulletin Print Report; The Louisiana Legislature passed Acts 25 and 26 which went into effect April 1, 2016 and were to expire on June 30, 2018. The Acts suspended nearly all exclusions and exemption...

Illinois Resident Denied Credits For Taxes Paid To New Jersey: August 19, 2019 - Bulletin Print Report; On July 14, 2014, the taxpayers filed a Form IL-1040 that included a Schedule CR, "Credit for Tax Paid to Other States." To calculate the credit, the taxpayers took t...

Amazon's "Residual-Business Assets" Are Not "Intangibles": August 19, 2019 - Bulletin Print Report; In 2005 and 2006, Amazon.com, Inc., ("A"), restructured its European businesses in a way that would shift a substantial amount of its income from U.S. entities to Eur...

Payment by Parent of Sub's Expenses: August 19, 2019 - Volume 13 Issue 159 Print Report; Where all the stock in a subsidiary is sold to another corporation and, as part of the contract of sale, the former parent agrees to pay, and does pay, a contingent l...

When Do Taxes Reduce E&P?: August 16, 2019 - Volume 13 Issue 158 Print Report; A corporation maintained its books of account and filed its Federal income tax returnutilizing the cash receipts and disbursements method of accounting....

Failure To Cash Distribution Checks Is Of No Significance: August 16, 2019 - Bulletin Print Report; Employer M, ("EM"), is the plan administrator of Plan X, a qualified retirement plan under Sec. 401(a) of the Code. A distribution of $900 is required to be made from...

Symantec's "Special Distribution" And The "Redemption" Requirement: August 15, 2019 - Bulletin Print Report; A distribution in partial liquidation is a distribution "in redemption" of the distributing corporation's stock that satisfies the requirements set forth in Sec....

Siblings Are Not Family Members: August 15, 2019 - Volume 13 Issue 157 Print Report; GI, Inc., (GI), was incorporated in December, 1982. CG, an individual, owned 68 percent of the stock and his brother, KG, owned 26 percent of the stock. &nb...

Football Players Are Not Employees Of The NCAA: August 15, 2019 - Bulletin Print Report; D played football forthe University of Southern California, a Division I, ("DI"), FBS member of the NCAA's, ("N"),PAC-12 Conference, ("...

Charity-Owned LLC Not Exempt From Property Tax: August 14, 2019 - Bulletin Print Report; Pursuant to Sec. 58.1-3606 of the Code of Virginia, property "owned by" incorporated colleges or other institutions of learning not conducted for profit and used prim...

New York Abode Not Deemed Permanent: August 14, 2019 - Volume 13 Issue 156 Print Report; The taxpayer, A, is domiciled in Nebraska and will maintain his domicile there. He has entered into an employment contract with a U.S. corporation which has its princ...

Symantec Partial Liquidation Update: August 13, 2019 - Bulletin Print Report; --We are now hearing, from many sources, that the company believes "it is more likely than not," that its special dividend will be reported as such and not as a distribution in partial li...

Liberty Global's "Circuitous" Self-Tender Offer: August 13, 2019 - Bulletin Print Report; Liberty Global plc, a public limited company organized under the laws of England and Wales, "invites our shareholders to tender" (i) up to $625 million in value of ou...

Individual Not Employed Full Time "For At Least 1/2 Of The Year": August 13, 2019 - Bulletin Print Report; Petitioners, ("Ps"), filed joint New York nonresident and part-year resident tax returns on which they claimed, on a flow through basis, the "QEZE" Real Pro...

"Boyle" Remains Relevant In The E-Filing Era: August 13, 2019 - Bulletin Print Report; Plaintiffs, ("Ps"), seek refund of a tax penalty imposed as an addition to tax under Secs. 6651, 6601 in the amount of $120,607.27. The Internal Revenue Service impos...

When Is An LLC "Formed"?: August 13, 2019 - Volume 13 Issue 155 Print Report; On July 6, 2006, the taxpayer, (TP),filed its articles of organization, as an LLC, with the Secretary of State of Vermont. On May 21, 2007, some 10 months later...

Early Distributions From A Sec. 401(k) Plan Are Penalized: August 12, 2019 - Bulletin Print Report; Petitioners, ("Ps"), are husband and wife residing in the State of New York. In 2015, the taxable year in issue, they were both under 55 years of age. During 2015, pe...

Executor's Impairment Does Not Excuse Late Refund Claim: August 12, 2019 - Bulletin Print Report; Plaintiff, ("P"), serves as the personal representative of the Estate of Frances E. P. Roper, ("R").Rdied on September 21, 2007. At the time of...

LBO Not Derailed By Sec. 269: August 12, 2019 - Volume 13 Issue 154 Print Report; The issue, in Cromwell Corporation, et al. v. Commissioner , 43 T.C. 313 (1964), is whether the I.R.S. erred in determining that petitioners were not entitled...

Will Symantec's "Special Dividend" Be A Distribution In Partial Liquidation?: August 9, 2019 - Bulletin Print Report; Symantec Corporation, ("S"), announced that it has entered into a definitive agreement to sell its Enterprise Security assets, which includes the S name, to Broadcom,...

Swap of U.S. Realty For Virgin Islands Realty Can Be Tax-Free: August 9, 2019 - Volume 13 Issue 153 Print Report; A owns a rental house in State X and would like to exchange that property for a condominium unit, also rental property, in St. Thomas, U.S. Virgin Islands in a like k...

When Is An Amended Return An "Original" Return?: August 9, 2019 - Bulletin Print Report; A tax return was electronically filed with the Oregon Department of Revenue on April 17, 2018, for tax year 2017 that did not claim the pass-through entity, ("PTE"),...

Mayo Clinic Is An "Educational Organization": August 8, 2019 - Bulletin Print Report; Mayo Clinic, ("M"), is a Minnesota nonprofit corporation and tax-exempt organization under Sec. 501(c)(3) of the Internal Revenue Code. M is the parent organization o...

Calculating Virginia "Fixed Base Percentage": August 8, 2019 - Volume 13 Issue 152 Print Report; The Company has been in business since 2010 and has been in business in Virginia since 2011. The Company submitted Form RDC, "Application forResearch and D...

Fiber Optic Installations Are Taxable Real Property: August 8, 2019 - Bulletin Print Report; Petitioners commenced this proceeding and action seeking...a determination that the subject properties, which include fiber optic cables and accompanying equipment ("fiber...

REMICs and CMOs Not "Secured" By Mortgages: August 7, 2019 - Volume 13 Issue 151 Print Report; Cashmere Valley Bank, (C), challenges the denial of an interest income deduction for income derived from REMIC and CMO investments....

Private Foundation Not A Government Agency Or Instrumentality: August 7, 2019 - Bulletin Print Report; Petitioner, ("P"), is the executor of Estate and the trustee of Trust. The purposes of the Trust are "to provide for the care of neglected and homeless animals a...

Gannett Merger Will Not Qualify As A Reorganization: August 7, 2019 - Bulletin Print Report; New Media Investment Group, Inc., ("NEWM"), and Gannett Co., Inc., ("GCI"), announced that NEWM and GCIhave entered into a definitive agreement "...

Accounting For Dividends Received From An "80/20" Corporation: August 6, 2019 - Bulletin Print Report; In Montana, multinational corporations may elect to file their tax returns by apportioning their income attributable to Montana from their domestic subsidiaries while excluding...

'D' Reorganization Ownership Will Not Defeat An 'S' Election: August 6, 2019 - Bulletin Print Report; Distributing, ("D"), is a State A corporation that was organizedon Date 1 and made an election under Sec. 1362(a) to be an 'S' corporation effective as...

Deducting Certain Stock Issuance Expenses: August 6, 2019 - Volume 13 Issue 150 Print Report; There are two general types of open-end investment companies. The first typeis one that imposes a sales charge on the shares sold. It sells its shares to an und...

Just Eat plc Will Undertake A "Scheme Of Arrangement": August 5, 2019 - Bulletin Print Report; The boards of each of Takeaway.com N.V. and Just Eat plcannounced that they have reached agreement on the terms of a recommended "all-share combination" to be e...

Chevron's Q2 Earnings Contain Some Tax "Noise": August 5, 2019 - Bulletin Print Report; Chevron Corporation, ("CVX"), recently reported its second quarter earnings. They were much improved vis a vis the second quarter of 2018. In fact, the current quarte...

"QTIP" Assets Included In Surviving Spouse's Estate: August 5, 2019 - Bulletin Print Report; MRTpredeceased MST (his wife) on December 1, 1989. At the time of death, MRT and MST were each residents of Michigan. MRTdied with a valid will. The will directed t...

The "Last Resort" Formulation of the Business Purpose Test: August 5, 2019 - Volume 13 Issue 149 Print Report; X Corporation, (X), and Y Corporation, (Y), have been engaged in the active conduct of a warehousing business and a transportation business, respectively, for the las...

Minnesota R&D Credit Incorporates Federal Principles: August 2, 2019 - Bulletin Print Report; Minnesota's R&D tax credit is calculated by subtracting a "base amount" of qualified research expenses, ("QREs') from the QREs for the taxable year....

Substantial Intercorporate Transactions Lacking: August 2, 2019 - Volume 13 Issue 148 Print Report; Knowledge Learning Corporation, (KLC), operates pre-K learning centers and after-school care for children ages six weeks to 12 years. &nbs...

The Wash Sale Rules Have a Long Reach: August 1, 2019 - Volume 13 Issue 147 Print Report; The taxpayer, who was employed by X corporation, ("X"), was a participant in X's incentive compensation plan. As a participant in such plan, the taxpaye...

No "Conveyance" Of Property Found: August 1, 2019 - Bulletin Print Report; On April 25, 1996, RMZ, the owner of the property at issue, executed a quitclaim deed, which conveyed title to herself and her children as joint tenants with full rights of sur...

Roth IRA Not Exempt From Creditors: July 31, 2019 - Bulletin Print Report; Prior to filing his petition for relief, Debtor, ("D"), entered into an agreement with Signature Bank, ("SB"), in connection with which he guaranteed an SBA...

GHDX Shareholders Will Be Taxed On The EXAS Stock They Receive: July 31, 2019 - Bulletin Print Report; Exact Sciences Corporation, (EXAS), and Genomic Health, Inc., (GHDX), have entered into a definitive agreement under which EXASwill combine with GHDX"for $72.0...

Contract Purchaser Has Standing To Challenge Property Tax Levy: July 31, 2019 - Volume 13 Issue 146 Print Report; The property at issue was assessed by the Township at a total of $1,747,000 for tax year 2012. At the time of this assessment, the property was owned by LS, but event...

No Sale Or Exchange Without Consideration: July 30, 2019 - Bulletin Print Report; In 2012, Appellants, ("As"), transferred commercial property located in Orlando, Florida to the Temple of Israel of Hollywood, a qualified Sec. 501(c)(3) organization...

BANC Tenders For Depositary Shares: July 30, 2019 - Bulletin Print Report; Banc of California, Inc., ("BANC"), announced the commencement of a cash tender offer, (the "Offer"), to purchase, using up to $75 million,its Deposit...

MYL And PFE To Undertake A "Reverse Morris Trust" Transaction: July 30, 2019 - Bulletin Print Report; MylanN.V., ("MYL"), and Pfizer, Inc., ("PFE"), announced a definitive agreement "...to combine MYL with Upjohn, PFE's off-patent branded and...

Taxpayer Can Deduct Lawsuit Settlement Payments: July 30, 2019 - Volume 13 Issue 145 Print Report; Foreign Parent, (FP), is a bank. TP is part of FP's private banking division and TP services "high net worth" individuals of a specific geographic area....

Dusting Off The Sprint/T-Mobile Merger: July 29, 2019 - Bulletin Print Report; It now appears, since the Department of Justice has signed off on the deal, that the historic combination of T-Mobile US, Inc., ("T"), and Sprint Corporation, ("...

Floating Docks Found To Be "Real Estate Assets": July 29, 2019 - Bulletin Print Report; Taxpayer, ("TP"), an indirect owner of interests in Company, ("C"), intends to be taxed as a real estate investment trust, ("REIT"). C, a partners...

Date of "Sale" For Wash Sale Purposes: July 29, 2019 - Volume 13 Issue 144 Print Report; On July 1, 1958, the taxpayer purchased 100 shares of common stock. On October 1, 1958, he entered an agreement for the sale of this stock at a loss and to deliver it...

Verizon Cannot Avoid California Use Tax: July 26, 2019 - Bulletin Print Report; During the tax periods from July 1, 2000 through December 31, 2011, Verizon, ("V"), purchased various completed telephone cables, conduit, and poles. V either install...

Renting a "Place of Abode": July 26, 2019 - Volume 13 Issue 143 Print Report; A Connecticut domiciliary owns a place of abode in East Hampton, New York, where he spends three to five months a year with his family. The individual works in New Yo...

FB's Q2 Earnings Reflect "Altera" Loss And FTC Accrual/Sprint's NOLs: July 25, 2019 - Bulletin Print Report; Facebook Inc.'s second quarter earnings reflecta "provision for income taxes" in the amountof $2.216 billion, contributing to a depressed net income f...

The Willens Deal Survey July 2019: July 25, 2019 - The Deal Survey: July 2019 Print Report; Welcome to our summary of deals for July 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Dissolved Corporation Not Subject to New York State Tax: July 25, 2019 - Volume 13 Issue 142 Print Report; HRC was incorporated in New York State on January 9, 1947. It was a family corporation whose sole equalshareholders in 1976 were HO and IH. The corporation had...

Gambling Losses Relegated To Schedule A: July 25, 2019 - Bulletin Print Report; The parties are in agreement that petitioner, ("P"), is entitled to $16,841 in deductible gambling losses for 2015. The principal issue for decision is whether P is e...

The Interaction of Sec. 303 and Sec. 304: July 24, 2019 - Volume 13 Issue 141 Print Report; Decedent, who was bothan officer and director of X Corporation, (X), and Y Corporation, (Y), died in 1970. After the de...

Genotyping Is Medical Care: July 24, 2019 - Bulletin Print Report; TP has a healthcare flexible spending account, ("FSA"), and seeks to use the FSA to purchase genetic testing services and resultant reports offered by X. X is 23andMe...

Transfer of Portion of IRA Triggers Sec. 72(t) Tax: July 23, 2019 - Volume 13 Issue 140 Print Report; Taxpayer A, (TPA), age 58, maintained IRA B with Company C. TPA began receiving distributions from IRA B in the monthly amount of Amount 1 which was intended to be a...

How Is A "Sub-servicer's" Income Apportioned?: July 23, 2019 - Bulletin Print Report; TP, a federally chartered savings bank, provides mortgage loan servicing and sub-servicing. While TP has several customers located within Washington, TP does not have any prope...

Tissue Bank Is Not An Exempt Service Business: July 23, 2019 - Bulletin Print Report; TP is a human tissue bank that provides services associated with the processing, storage, preparation and transportation of tissue specimen to clients for medical research and...

Equifax Will Establish A Qualified Settlement Fund: July 23, 2019 - Bulletin Print Report; Equifax, Inc., ("E"), the victim of a well-publicized "cyber-security incident" in 2017 in connection with which consumer information was compromised, has e...

A Grant Is Qualifying Income For A REIT: July 22, 2019 - Bulletin Print Report; Taxpayer is a real estate investment trust, ("REIT"). Taxpayer owns and operates retail space in the eastern half of the United States. Taxpayer is the sole general p...

CMH's "Going Private" Transaction Will Produce Deemed Dividends: July 22, 2019 - Bulletin Print Report; On February 1, 2019, Carmanah Technologies Corporation, (TSX: CMH), completed the sale of a substantial portion of its assets to SPX. Since then, the company has been pondering...

Sen. Warren Seeks To Transform The Private Equity Business: July 22, 2019 - Bulletin Print Report; Senator Elizabeth Warren, the Democratic presidential candidate, has been the most prolific of the hopefuls whenit comes to detailed policy proposals, all of which are&nb...

No Maintenance of a "Permanent Place of Abode": July 22, 2019 - Volume 13 Issue 139 Print Report; Petitioner is a resident of New Jersey and regularly commutes to his job in New York City. In addition to his New Jersey home, Petitioner maintains a summer home in Q...

Seattle's "High Earner" Tax Is Unconstitutional: July 19, 2019 - Bulletin Print Report; Seattle enacted an ordinance in July 2017 imposing an income tax on high-income residents. Seattle "imposed a tax on the total income of every resident taxpayer in the amo...

"Double Drop Downs" Are Separate Transactions: July 19, 2019 - Volume 13 Issue 138 Print Report; P Corporation, ("P"), and its wholly-owned subsidiary, S1, are each incorporated in State A. State A has "advantageous" corporate laws....

Determining A College Professor's "Tax Home": July 18, 2019 - Bulletin Print Report; TP maintains a residence in Lowell, Massachusetts, which is the home of his wife and two children. In 2006, he began working as a professor at DC. Each school year he signed a...

Hillenbrand's "RTM" Will Be Taxable: July 18, 2019 - Bulletin Print Report; Hillenbrand, Inc., ("H"), and Milacron Holdings Corporation, ("M"), recently announced that they have entered into a definitive agreement "under which...

No Vested Property Right To Tax Credits: July 18, 2019 - Volume 13 Issue 137 Print Report; Prior to June, 2004, BASF owned a parcel of real property ("S40"). The S40 was polluted. Plantiffs entered an agreement with BASF, whereby the S40 would be...

Deduction For Degree Program Permitted: July 17, 2019 - Bulletin Print Report; K was a high school social studies teacher for 25 years. He taught a course entitled "20thCentury World History" as part of the School District's Internatio...

Will "Digital" Taxes Be Creditable?: July 17, 2019 - Bulletin Print Report; France has now committed to imposing what is being referred to as a "digital tax" on certain "tech" companies doing business in France; and with digital sal...

Sec. 162(m) Does Not Apply To Compensation Paid By The "OP": July 17, 2019 - Volume 13 Issue 136 Print Report; Corporation, (C), owns approximately an "x%" general partnership interest (as common unit ownership) in Partnership, (PS). C also owns "y%" of the...

Independent Contractors Do Not Preclude An "Active Business": July 16, 2019 - Bulletin Print Report; Decedent died on Date 2. At the time of death, Trust, a revocablegrantor trust, held shares of C1. C1 is currently composed of six operating units: OU 1-6. Under Sec. 616...

Appraisal Expenses Are Capital Expenditures: July 16, 2019 - Volume 13 Issue 135 Print Report; Taxpayers owned or controlled a majority of the common stock of TH. On June 9, 1960, the taxpayers voted their controlling share of the stock of the corporation in fa...

Cooperative Dividends Will Not Imperil A REIT Election: July 16, 2019 - Bulletin Print Report; Taxpayer, ("TP"), is a limited liability company that has elected to be classified as an association taxable as a corporation. TP will elect to be taxed as a real est...

Waiver Fees Not Subject To Sales Tax: July 15, 2019 - Bulletin Print Report; Rent-A-Center East, Inc., ("RAC"), offers household items, such as furniture and electronics, to the public on a "rent to own" basis whereby a customer obta...

Taxpayer's Charitable Contribution Carryovers Found To Expire: July 15, 2019 - Bulletin Print Report; TP is a corporation that had several years of net operating loss, ("NOL"), carryovers and charitable contribution carryovers, ("charitable carryovers"), tha...

Tissue Provider Need Not Collect And Remit Sales Or Use Tax: July 15, 2019 - Bulletin Print Report; Company, ("C"), accepts whole-bodydonations. People donate knowing that C will remove tissues or other parts from the bodies. The people know that these parts w...

No Resident Credit For Tax Imposed On Gambling Winnings: July 15, 2019 - Volume 13 Issue 134 Print Report; The issue is whether a New York State resident individual may claim a resident tax credit, pursuant to Sec. 620(a) of the Tax Law, for income taxes paid to another st...

Will Withholding Tax Be Imposed On The OXY Merger Consideration?: July 12, 2019 - Bulletin Print Report; The transactioninvolving Occidental Petroleum Corporation, ("OXY"), and Anadarko Petroleum Corporation, ("APC"), is relatively straightforward, i.e.,...

Subpart F Income Treated As Dividend Income: July 12, 2019 - Bulletin Print Report; Taxpayer, ("TP"), is a global corporation with various subsidiaries doing business in countries throughout the world. TP is organized as a U.S. corporation under the...

Husband Successfully Changed Virginia Domicile: July 12, 2019 - Volume 13 Issue 133 Print Report; Two classes of residents, a domiciliary resident and an actual resident, are set forth in Virginia Code Sec. 58.1-302. The domiciliary residence of a person means the...

Pipeline Classified As Tangible Personal Property: July 12, 2019 - Bulletin Print Report; MPL is a subsidiary of MPLX, a master limited partnership. MPLoperates pipeline systems that move crude oil to Marathon refineries and also transport refined products. MP...

Vice President Biden Cited For Common Tax Planning Technique: July 11, 2019 - Bulletin Print Report; Former Vice President Biden, after leaving office, conducted his lucrative speaking and writing activities through an electing small business corporation, i.e., an 'S'...

No Change Of Domicile Without Intent: July 11, 2019 - Bulletin Print Report; Petitioner, ("P"), had been domiciled in New York since about 1970. In July 2009, P accepted a position with the VA located in Michigan, ("M"). P obtained a...

Transfer Restrictions Do Not Impair Value Of Gifted Property: July 11, 2019 - Volume 13 Issue 132 Print Report; The "donors", Mr.and Mrs. Holman,created a limited partnership and funded itwith stock in Dell, Inc. and then gifted limited partnership &...

Late Rollover Was Due To A Bookkeeping Error: July 10, 2019 - Bulletin Print Report; In 2014, petitioner, ("P"), had an IRA with CG with an account number ending in 0946, and she had a financial adviser at CG. PE was the custodian of the account. On J...

Breathing Equipment Is Not An Exempt "Prosthetic" Device: July 10, 2019 - Bulletin Print Report; TP is an independent respiratory equipment provider. TP sells sleep apnea, ventilator and oxygen equipment. TP has offices in Washington. TP referenced its "ASVs" und...

Resident Alien Deemed To Have Made Sec. 453(d) Election: July 10, 2019 - Volume 13 Issue 131 Print Report; A was a resident of Canada in 1986. In that year, A and her mother, who wasalso a resident of Canada, sold jointly owned real property located in Canada to an u...

Encana To Engage In A Dutch Auction Buyback: July 9, 2019 - Bulletin Print Report; Encana Corporation, ("EC"), is inviting its shareholders to tender common shares of the corporation pursuant to "auction tenders" in which the shareholders...

Shareholders Seek Deduction for Corporation's Expenses: July 9, 2019 - Volume 13 Issue 130 Print Report; Canterbury Holdings LLC, (C),a partnership owned by three individuals, is engaged in the "private equity" business. C formed Canterbury Holdings, Ltd....

"Compensation" Includes Payments For Lost Wages: July 9, 2019 - Bulletin Print Report; Mr. Munoz, ("M"), sued his employer, Norfolk Southern Railway Company, ("NS"), under the FELA, claiming negligence for injuries he incurred at work. A jury...

Diversion Of Plan Surplus Does Not Trigger Excise Tax: July 8, 2019 - Bulletin Print Report; TP sponsors TrustA which holds assets that are used to provide post-retirement medical benefits under Plan A for TP's retired, non-bargaining unit employees. Trust A...

Management Fees Are Qualifying Income: July 8, 2019 - Bulletin Print Report; X, a publicly traded partnership, is in the business of owning and managing businesses in the "upstream" oil and gas sector. X indirectly owns an "a%" inter...

Sec. 83(b) Elections Deemed Signed by Taxpayers: July 8, 2019 - Volume 13 Issue 129 Print Report; Employer granted restricted property to certain of its employees (the "Employees")in connection with their performance of services. The grants all&nbs...

Government Pension Plan Loses Its Identity After Rollover: July 5, 2019 - Bulletin Print Report; Applicant has been an employee with the City Fire District for 28 years, and has actively participated in the City Fire District governmental defined benefit (pension) plan. Up...

New Jersey Tax Court Strikes Down The "AMA": July 5, 2019 - Bulletin Print Report; Congress enacted P.L. 86-272 in order to preclude the states from imposing a net income tax on certain out-of-state sellers of tangible goods. In New Jersey, the net income tax...

Taxpayer Rendered Taxable Data Processing Services: July 5, 2019 - Bulletin Print Report; At issue are certain online management solutions Instill Corporation, ("I"), provided to customers in the food-service industry. These solutionsvaried by custom...

Class Action Settlement Costs Were Deductible: July 5, 2019 - Volume 13 Issue 128 Print Report; TP is engaged in the business of "a." TP's division, Ca, is engaged in the business of "b." On Date a, actions were filed in Court A as securi...

Debtor's I.R.A. Not Exempt From Chapter 7 Creditors: July 3, 2019 - Bulletin Print Report; When a debtor files for chapter 7 bankruptcy, his or her assets become property of the bankruptcy estate, to be distributed among his or her creditors. The debtor may, however,...

Use Of "Qualified Property" Determines Amount of "1603" Grant: July 3, 2019 - Bulletin Print Report; In 2009, President Obama signed the "Recovery Act" into law to encourage investments in clean energy property. Congress enacted Sec. 1603 of the Recovery Act to creat...

Expenses Not Considered "Start-Up Expenditures": July 3, 2019 - Bulletin Print Report; Since earning his Ph.D. in 1997, petitioner, ("P"), has worked as a full-time professor of management at various universities, including Southern Connecticut State Un...

Royalties Not New York Source Income: July 3, 2019 - Volume 13 Issue 127 Print Report; Petitioner, (P), was employed as a professor at University, (U), for a number of years until his retirement in 1997. While no...

When Is Commercial Information "Confidential?": July 2, 2019 - Bulletin Print Report; Argus Leader, ("AL"), a South Dakotanewspaper, filed a Freedom of Information Act, ("FOIA"), request for data collected by the U.S. Department of Agri...

Information Found Not "Personal Or Individual In Nature": July 2, 2019 - Bulletin Print Report; New York Tax Law Sec. 1105(c)(1) imposes a sales tax on certain information services, but excludes the furnishing of information which is "personal or individual in nature...

Declaration Date Controls For Assignment of Income Purposes: July 2, 2019 - Volume 13 Issue 126 Print Report; On April 17, 1953, the directors of a personal holding company, a New Jersey corporation, declared a dividend to be paid on May 10, 1953, to the shareholders the...

Members Of A Partnership Are Not Employees: July 1, 2019 - Bulletin Print Report; Sec. 301.7701-2(c)(2)(i) of the regulations specifies that, except as otherwise provided, a business entity that has a single owner and is not a corporation under Sec. 301.7701...

SunCoke Energy, Inc. "Rolls Up" SunCoke Energy Partners LP: July 1, 2019 - Bulletin Print Report; Sun Coke Energy, Inc., ("SC"), and its affiliates owned approximately 62 percent of the interests in SunCoke Energy Partners, L.P., ("SXCP"). On June 28, 20...

Property Acquired In Anticipation of a Like Kind Exchange: July 1, 2019 - Volume 13 Issue 125 Print Report; Y, a corporation, desired to acquire a tract of land and a factory owned by X, an unrelated corporation engaged in the business of manufacturing certain products. Y e...

Distribution of Partnership Interests In Partial Liquidation: June 28, 2019 - Volume 13 Issue 124 Print Report; X is a corporation engaged in a variety of businesses. It has outstanding one class of common stock which is publicly traded. S is a corporation engaged in the oil an...

AABA Shareholders Approve Plan Of Liquidation: June 28, 2019 - Bulletin Print Report; Altaba, Inc., ("AABA"), announced that its stockholders have, overwhelmingly, voted to approve the voluntary liquidation and dissolution of AABA pursuant to the Plan...

New Jersey Permits Income To Be Taxed Twice: June 28, 2019 - Bulletin Print Report; In 2003 and 2004, plaintiff, ("P"), lived and worked in Pennsylvania, ("PA"). During those years, she had compensation deferred to future years. A portion o...

Supreme Court Finds Trademark Registration Bar Unconstitutional: June 28, 2019 - Bulletin Print Report; Mr. B founded a clothing line that uses the trademark "FUCT." Under the Lanham Act, (the "Act"), the U.S. Patent and Trademark Office, ("PTO"), ad...

Purchaser Bound By Original Allocation Schedule: June 27, 2019 - Volume 13 Issue 123 Print Report; P is engaged in the business of poultry processing. P, through two of its subsidiaries, PFMI and PFML, acquired two poultry processing plants in Mississippi. <...

Chicago Transfer Tax Applies To Residential Property: June 27, 2019 - Bulletin Print Report; The Chicago Municipal Code imposes the Chicago real property transfer tax, ("transfer tax"), on "the privilege of transferring title to, or beneficial interest i...

ABBV And AGN To Join Forces: June 26, 2019 - Bulletin Print Report; AbbVie, Inc., ("ABBV"), and Allergan plc, ("AGN"), have announced that the companies have entered into a definitive transaction agreement pursuant to which...

Sales Agreement With Exchange Option: June 26, 2019 - Volume 13 Issue 122 Print Report; A entered into a written agreement with B to sell B for $1,000x a ranch (the "first ranch") consisting of land and buildings used by A in the business of ra...

U.S. Ecology And NRC Group To Form A Holding Company: June 25, 2019 - Bulletin Print Report; U.S. Ecology, Inc., ("U"), announced that it has entered into a definitive merger agreement with NRC Group Holdings Corporation, ("N"), "in an all-stoc...

Ownership Determines Entitlement To Property Tax Rebate: June 25, 2019 - Volume 13 Issue 121 Print Report; For 2008, M filed a timely Homestead Benefit Application for a rebate or credit for local property taxes of $10,840.50 paid on his home. The Application recited M'...

Haunted Attractions Are "Places Of Amusement": June 25, 2019 - Bulletin Print Report; Petitioner, ("P"), doing business as Eerie Productions, operates a haunted attraction known as "Fright-World" ("FW")in Buffalo, New York. FW...

An Experience Is Not Property: June 25, 2019 - Bulletin Print Report; Texas levies franchise taxes against a taxable entity's "taxable margin." The Tax Code allows a taxpayer to calculate its taxable margin as the lesser of: (i) 70...

CZR To Combine With ERI: June 24, 2019 - Bulletin Print Report; Eldorado Resorts, Inc., ("ERI"), and Caesars Entertainment Corporation, ("CZR"), announced that they have entered into a definitive merger agreement "t...

Non-Resident Taxed On Electing 'S' Corporation's Deemed Sale Gain: June 24, 2019 - Bulletin Print Report; Petitioner, ("P"), was a nonresident of New York during 2009, 2010, and 2011. Prior to July 31, 2009, P owned 50 percent of the shares of ESPI, a New York corporation...

Beneficiary's Residence Not Sufficient To Support Taxation Of Trust: June 24, 2019 - Bulletin Print Report; North Carolina, ("NC"), imposes a tax on any trust income that "is for the benefit of" a North Carolina resident. A trust is created when one person (a &quo...

Florida LLC Is An "American Employer": June 24, 2019 - Volume 13 Issue 120 Print Report; Petitioner, ("P"), is a limited liability company organized in the state of Florida whose sole member is a corporation, DCL, organized in the Cayman Islands. During t...

Itemized Deduction Cap Applies To Non-Residents: June 21, 2019 - Bulletin Print Report; Petitioners, ("Ps"), were residents of Florida in tax year 2011. From 2006 to 2011, BL owned, through a single member limited liability company, a 50 percent membersh...

Mandatory Convertibles Not a Second Class of Stock: June 21, 2019 - Volume 13 Issue 119 Print Report; In Year, X joined Company, (C). C and X agreed that as part of X's employment with C, X would provide financing of approximately "$n." In addition, C de...

The Willens Deal Survey June 2019: June 20, 2019 - The Deal Survey: June 2019 Print Report; Welcome to our summary of deals for June 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Balloons Are "Places Of Amusement": June 20, 2019 - Bulletin Print Report; A is a Missouri corporation that offers un-tethered hot-air balloon rides. The ride lasts 45 minutes to an hour, ending with a champagne toast once the balloon has safely lande...

Cancellations of APAs Are Reviewed For "Abuse of Discretion": June 20, 2019 - Volume 13 Issue 118 Print Report; Petitioner, (P), is an industrial manufacturer that licensed technology to its Puerto Rican and Dominican Republic subsidiaries to manufacture breaker products. P pur...

CJ And FRAC Will Engage In A "Merger Of Equals": June 20, 2019 - Bulletin Print Report; C&J Energy Services, ("CJ"), and Keane Group, Inc., ("FRAC"), announced that they have entered into a definitive agreement whereby the companies "w...

Insurance Is A "Service": June 19, 2019 - Bulletin Print Report; P was a wholly-owned subsidiary of AonCorporation. P is a holding company and the parent of the "Cs." The Cs are premium finance companies that make loans to bu...

"Arrowsmith" Losses Are Eligible For Sec. 1341 Relief: June 19, 2019 - Volume 13 Issue 117 Print Report; A, an individual, owned 75 percent of the stock of X. X was the common parent and owned all of the stock of three domestic corporations that were engaged in the sale...

Consequences of a "Defective" Sec. 351 Transaction: June 18, 2019 - Volume 13 Issue 116 Print Report; A and B each owned an "x%" interest in S Corporation ("SC"), an 'S' corporation. SC owned Subs 1-11, each a QSub for federal income tax pu...

Tax Preparation Is Not A "Professional" Service: June 18, 2019 - Bulletin Print Report; P's business is tax preparation. P did not collect sales tax on its service of tax preparation. The failure to collect was due to P's belief that its activities were &q...

"GLTI" Regulations Adopt "High Foreign Tax" Exception: June 18, 2019 - Bulletin Print Report; One of the more controversial aspects of the Tax Cuts and Jobs Act was the provision popularly known as "GLTI." GILTI stands for "Global Intangible Low-Taxed Inc...

Threat Of "Repacking" Is A Threat Of "Condemnation": June 18, 2019 - Bulletin Print Report; TP1 is a diversified media and entertainment business. TP2 is a wholly owned subsidiary of TP1. TP2was the owner of the spectrum-based content distribution rights associa...

Overlapping Ownership Rule Protects EchoStar From Gain Recognition: June 17, 2019 - Bulletin Print Report; On May 19, 2019, DISH Network Corporation, ("D"), and BSS Merger Sub, Inc., ("MS"), entered into a "Master Transaction Agreement" with EchoStar&nb...

Publicly Offered REIT Cannot Dispense A "Preferential" Dividend: June 17, 2019 - Bulletin Print Report; TP is a real estate investment trust, ("REIT"). PR is a State B REIT that is an Exchange listed company. TP represents that PR is a "publicly offered REIT"...

Separate and Distinct Business: June 17, 2019 - Volume 13 Issue 115 Print Report; Taxpayer, ("TP"), entered into an Asset Purchase Agreement, ("APA"), with the Seller to purchase the assets related to a franchised motor vehicle...

Lease Termination Not Equivalent To Cancellation Of Sale Contract: June 14, 2019 - Bulletin Print Report; On May 15, 2014, Mr. G entered into an agreement for the lease of an automobile with BMW Financial Services. At the time he entered into the lease agreement, Mr. G paid sales t...

Surviving Spouse Permitted To Roll Over Decedent/Husband's IRA: June 14, 2019 - Bulletin Print Report; Decedent was married to TP until his death at which time both Decedent and TP were over 70 1/2 years of age. At the time of his death, Decedent owned an individual retirement a...

Potential Reconveyance Does Not Defeat Sec. 1031: June 14, 2019 - Volume 13 Issue 114 Print Report; The taxpayers, referred to as "mineral owners," collectively own an undivided fee interest in minerals, including oil, gas, and casinghead gas, holding the&...

Taxpayer Without "Logs" Proves Material Participation: June 13, 2019 - Bulletin Print Report; In 2008, the Hs opened a restaurant in New Mexico, named "A Taste of Buffalo," ("ATOB"), with the help of the Bs, the petitioners in this case. ATOB opened...

Tax Treatment Of "R&D" Expenditures Slated To Change: June 13, 2019 - Bulletin Print Report; Sec. 174(a) of the Code provides that a taxpayer may treat "research or experimental" expenditures which are paid or incurred by him during the taxable year "in...

Right to Receive Pension Payments Is Not a Prohibited "Interest": June 13, 2019 - Volume 13 Issue 113 Print Report; Mr. A and his children owned all of the stock of X Corporation, (X). Upon Mr. A's retirement, X redeemed its stock held by Mr. A for cash. Mr. A, in connection wi...

Foreign Corporation's Redemption Gain Not U.S. Source Income: June 12, 2019 - Bulletin Print Report; G is a privately held corporation organized under the laws of Greece. It conducts its business in Greece. In 2001, G acquired a 15 percent interest in P. P is headquartered in...

Regulations Prevent Avoidance Of The "SALT" Deduction Limit: June 12, 2019 - Bulletin Print Report; As is now well-known, the Tax Cuts and Jobs Act imposes limitations on the amount of state and local income taxes and real property taxes an individual can deduct in taxable ye...

Exchange of Coal Leases For a Fee Interest Is Governed by Sec. 1031: June 12, 2019 - Volume 13 Issue 112 Print Report; The Partnership, a general partnership engaged in the coal mining business, has acquired various interests in land and coal. The Partnership desires to exchange certa...

LyondellBasell NV Launches A Self-Tender Offer: June 12, 2019 - Bulletin Print Report; LyondellBassell Industries NV, ("LYB"), is inviting its shareholders to tender up to 37 million of its ordinary shares, (the "Offer"), for purchase by LYB&n...

UTX Will Combine With RTN: June 11, 2019 - Bulletin Print Report; Raytheon Co., ("RTN"), and United Technologies Corp., (UTX), have entered into an agreement to combine "in an all-stock merger of equals." At the Effective...

No Nexus With West Virginia: June 11, 2019 - Volume 13 Issue 111 Print Report; The "Printer" is an out-of-state corporation which has acquired a plant site in West Virginia for the purpose of constructing and operating a commercial pri...

Disney Cannot Exclude Alien Royalty Payments From Entire Net Income: June 11, 2019 - Bulletin Print Report; The Walt Disney Company's, ("P"), New York State corporation franchise tax return filed for the audit period included all affiliates in P's consolidated feder...

A Trust Is Found To Be A "Qualified Settlement Fund": June 11, 2019 - Bulletin Print Report; The Agency filed a complaint in the Court alleging that the Defendants violated certain provisions of the Act with regard to the manufacture and design of Product Z. State X fi...

Foreign Parent Spin-Off Qualifies Under Sec. 355: June 10, 2019 - Bulletin Print Report; Foreign Parent, ("FP"), is a Country Z publicly traded corporation with subsidiaries in multiple countries engaged in Business A and Business B. FP owns all of the st...

Parties To A "QSCA" Must Allocate Stock Based Compensation: June 10, 2019 - Bulletin Print Report; This appeal presents the question of the validity of Reg. Sec. 1.482-7A(d)(2). The parties agree that, under the governing tax statute, Sec. 482 of the Code, the "arm'...

Liabilities Assumed Are Not "Other Property": June 10, 2019 - Volume 13 Issue 110 Print Report; As of January 19, 1970, C had outstanding 1,517,536 shares of $5 par value voting common stock. P is a corporation. As of February 19, 1970, P had outstanding 3,389 s...

"Rollover" Exception Requires A Timely Rollover: June 7, 2019 - Bulletin Print Report; In 2010, petitioner, ("P"), terminated her employment with the Department of Family and Protective Services to become a full-time student at the University of Phoenix...

Swapping a Leasehold For a "Fee": June 7, 2019 - Volume 13 Issue 109 Print Report; Y is engaged in the business of hauling, handling, and storage of furniture. Y leased from individual A 10 acres of land improved by an office building and several sm...

Ascertaining The Length of a Leasehold: June 6, 2019 - Volume 13 Issue 108 Print Report; The Partnership is engaged in the general practice of law. The Partnership occupies several floors of an office building under a lease dated January 16, 1977. The com...

Payments For An Author's "Brand" Are Subject To "SE" Tax: June 6, 2019 - Bulletin Print Report; Petitioner, ("P"), hasworked since the 1990s to establish herself as a "brand author."* A brand author is one who provides prestige or reliable profit...

Land and Improvements Thereon Are Not "Like Kind": June 5, 2019 - Volume 13 Issue 107 Print Report; Land which the taxpayer hadheld for investment was condemned by a governmental authority. In the same year, the taxpayer expended the proceeds of the condemnati...

"Conversion Transactions" Following Spin-Offs Will Be Penalized: June 5, 2019 - Bulletin Print Report; Any hope that "opco/propco" spin-offs, transactions that were briefly popular in the early part of this decade, would be resuscitated has now been conclusively elimin...

Infineon Technologies To Acquire Cyress Semiconductor: June 4, 2019 - Bulletin Print Report; Infineon Technologies AG, ("IT"), and Cypress Semiconductor Corporation, ("CY"), announced that the companies have signed a definitive agreement pursuant to...

Expenses Allocable To Exempt Income: June 4, 2019 - Volume 13 Issue 106 Print Report; Plaintiffs operate a residential adult foster care facility. In 2009, three of the residents receiving care were "privately funded" and the other two reside...

Comcast Fails To Identify Its "Earnings Producing Activities": June 4, 2019 - Bulletin Print Report; Comcast is headquartered in Philadelphia. The Comcast entities in this case, ("C"), provided internet, cable television, and phone service to customers in Tennessee,...

No Participatory Sports Exclusion From NYC Sales Tax: June 3, 2019 - Bulletin Print Report; SoulCycle, Inc., ("P"), operates facilities in New York City and elsewhere with its headquarters located in New York City. P provides instructor-led indoor cycling cl...

The Interaction of Sec. 351 and Sec. 453B(a): June 3, 2019 - Volume 13 Issue 105 Print Report; Mr. A sold certain business assets for $710x to X, a corporation in which Mr. A owned 78 percent of the outstanding stock. Mr...

Renewal Options Are Taken Into Account: May 31, 2019 - Volume 13 Issue 104 Print Report; Mr. A, an individual, was the owner of real property located in State X. This property was both unimproved and held by Mr. A for investment purposes....

AABA Files Its Definitive Proxy Statement: May 31, 2019 - Bulletin Print Report; Altaba, Inc., ("AABA"), is proceeding,with all deliberate speed, with its plan to completely liquidate. At this point, AABAis, for all intents and purpose...

The "SRP" Is Neither An Excise Nor An Income Tax: May 30, 2019 - Bulletin Print Report; The Debtors filed a voluntary petition for relief under Chapter 13 of the Bankruptcy Code on July 2, 2018. The Internal Revenue Service filed a proof of claim, ("Claim&quo...

Short-Term Leasehold Not Of "Like Kind" To a Fee Interest: May 30, 2019 - Volume 13 Issue 103 Print Report; V's wholly owned subsidiaries include the following C corporations: PH and VH. Before June 7, 2002, VH was named VMI. PH owns 100 percent of IMI. IMI and VH own o...

Holding Company Not Properly Included In Colorado Combined Return: May 29, 2019 - Bulletin Print Report; Agilent Technologies, Inc., ("A") is a Delaware corporationheadquartered in California, and is the parent of a worldwide family of affiliated corporations. A ma...

Crimson Tide Tailgate Service Not Subject To Alabama Rental Tax: May 29, 2019 - Bulletin Print Report; The taxpayer, ("TP"), was formed in 2007, and it initially operated as a tailgating business at University of Alabama Crimson Tide home football games in a large area...

Holder of Voting Trust Certificate Is "Direct Owner" of Stock: May 29, 2019 - Volume 13 Issue 102 Print Report; P is the common parent of an affiliated group of corporations that files a consolidated Federalincome tax return. T was previously the common parent of an unrel...

Premiums Paid To Captive Insurance Company Not Deductible: May 28, 2019 - Bulletin Print Report; Petitioner, ("P"), is a New York corporation that owns and operates convenience stores and gas stations in upstate New York and Vermont. P was subject to the corporat...

"Tools" Are Not "Accessories" To Prosthetic Devices: May 28, 2019 - Bulletin Print Report; Petitioner, ("P"), is an Indiana-based manufacturer of prosthetic implant devices, such as artificial hips, knees, and elbows. P marketsand sells prosthetic dev...

Reorganization Satisfies Installment Obligation: May 28, 2019 - Volume 13 Issue 101 Print Report; The plaintiff, NSC, in 1944, sold certain assets to YRC and ROC, payments to be made on the installment basis. On July 31, 19...

Food Service Provider Engaged In Wholesale Sales: May 24, 2019 - Bulletin Print Report; During the time at issue, the Colorado School of Mines, ("M"), loaded each meal-plan student's "BlasterCard," ("BC"), with an individual meal...

Substitution of Obligors and Sec. 453B(a): May 24, 2019 - Volume 13 Issue 100 Print Report; Taxpayer, ("TP"), an individual, sold a parcel of real property to unrelatedMr. A for a total purchase price of $670x in Year 1. Of this amount, $70x...

Avon Will Expatriate: May 23, 2019 - Bulletin Print Report; Natura & Co., ("N"), a Brazilian corporation announced that it is acquiring Avon Products, Inc., ("API"), "in an all-stock transaction." As pa...

Taxpayer Not In Actual or Constructive Receipt of "RQ" Proceeds: May 23, 2019 - Volume 13 Issue 99 Print Report; TP rents equipment to customers for use in farming, construction, manufacturing, and warehousing. In 2003, TP initiated a Like Kind Exchange Program (LKE Program) thr...

Debtor Can Exclude Only A Portion Of "COD" Income: May 23, 2019 - Bulletin Print Report; On June 1, 1981, petitioner, ("P"), her former spouse, and three other persons purchased a single-family residence in San Jose, California, ("RRP"), for $15...

IRA Funds Used To Purchase Home Are Deemed Distributed: May 22, 2019 - Volume 13 Issue 98 Print Report; During 1987, petitioners invested $23,611 as a down-payment on a home intended for their retirement years, by utilizing funds from their IRA. Neither petitioner had r...

Damages For Lost Wages Are Not Compensation: May 22, 2019 - Bulletin Print Report; M injured his shoulder and his neck when a train he was working on in N's Calumet Yard came to a sudden stop. M sued N for negligence under the Federal Employers' Liabi...

The Willens Deal Survey May 2019: May 21, 2019 - The Deal Survey: May 2019 Print Report; Welcome to our summary of deals for May 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

DISH And SATS Announce An "RMT" Transaction: May 21, 2019 - Bulletin Print Report; DISH Network Corporation, ("DISH") and EchoStarCorporation, ("SATS"), have entered into a "Master Transaction Agreement" in connection with...

Holding Period of Property Formerly Owned By Partnership: May 21, 2019 - Volume 13 Issue 97 Print Report; D and E, individuals, were equal partners in a two-man partnership engaged in the wholesale produce business. Upon D's death, E purchased, pursuant to a "buy...

Massachusetts Estate Tax Properly Imposed On "QTIP" Assets: May 21, 2019 - Bulletin Print Report; C died on August 14, 2011. C was a Massachusetts resident at the time of her death. C's husband, M, had died on July 11, 1993, while domiciled in New York. His will establi...

"App" Purchasers May Sue Apple, Inc. Under "Illinois Brick": May 21, 2019 - Bulletin Print Report; In 2007, Apple, Inc., ("A"), started selling iPhones. The next year, A launched the retail App Store, an electronic store where iPhone owners can purchase iPhone appl...

Puerto Rican Refunding: May 20, 2019 - Bulletin Print Report; While we have not seen the ruling, it has been reliably reported that "a...

Computer Software Is Found To Be Tangible Personal Property: May 20, 2019 - Bulletin Print Report; M sold R, (the "taxpayer"), computer software and accompanying equipment which M contracted to install in a hospital operated by the taxpayer. M charged sales tax whi...

I.R.S. Issues First "No Revenue" Spin-Off Ruling: May 20, 2019 - Bulletin Print Report; For purposes of Sec. 355 of the Internal Revenue Code, a spin-off (or split-off), in order to be tax-free, must, among many other requirements, meet the &q...

Madoff IRAs Had Value: May 20, 2019 - Volume 13 Issue 96 Print Report; On May 27, 2006, decedent died. At that time he had owned an IRA with Bernard L. Madoff Investment Securities (BLMIS). During decedent's lifetime, he had invested...

Docking Fees Are Subject To Sales Tax: May 17, 2019 - Bulletin Print Report; Petitioner, ("P"), is New York not-for-profit corporation. P is a social and athletic club owning water-adjacent land off of the Genesee River. Clubhouse facilities a...

"Waiver" Payments Are "Includible" In Gross Income: May 17, 2019 - Bulletin Print Report; Petitioner Wife, ("PW"), was issued, for the 2015 tax year, a Form W-2, Wage and Tax Statement, which reflected $7,353 in wages.... This amount qualifies as a Medicai...

License Fees Are Not "Royalties" For Purposes of Sec. 165(g)(3): May 17, 2019 - Volume 13 Issue 95 Print Report; TP, a State A corporation, is the common parent of a U.S. consolidated tax group. TP develops, manufactures, and markets B products for the C markets. ...

ESOPs Are "Trusts" For Purposes Of Sec. 267: May 16, 2019 - Bulletin Print Report; The taxpayers, ("TPs"), were the majority shareholders in PI, (the "Corporation"), an 'S' corporation. For 2009 and most of 2010, TPs owned 79.6 per...

"Short Against the Box" Does Not Trigger "Constructive Sale": May 16, 2019 - Volume 13 Issue 94 Print Report; On January 1, 2002, Mr. A owns 100 shares of stock in X Corporation, (X). The shares have a value in excess of Mr. A's adjustedbasis in such shares, and thu...

Sec. 457 Distribution Not Eligible For Public Pension Subtraction: May 16, 2019 - Bulletin Print Report; In 2011, petitioner, ("P"), received a lump sum distribution of $133,349 from a Sec. 457 deferred compensation plan administered by F for P's employer, the City o...

Edgewell Personal Care Will Effect A "Qualified Stock Purchase": May 15, 2019 - Bulletin Print Report; Edgewell Personal Care Company, ("EPC") and Harry's, Inc., ("H"), a private company, announced that they have entered into a definitive agreement under...

Railroad Properties Are Real Estate Assets: May 15, 2019 - Volume 13 Issue 93 Print Report; Under a plan of reorganization, an unincorporated trust acquired the properties of a domestic railroad which, prior to the reorganization, had been leased to another...

Supreme Court Confirms States Are Immune From Private Lawsuits: May 14, 2019 - Bulletin Print Report; In 1998, Mr.Gilbert Hyatt, ("H"), sued the Franchise Tax Board of California, (the "Board"), in Nevada state court for torts he alleged the agency com...

Sears Not a 'Vendor' Entitled To Sales Tax Reimbursement: May 14, 2019 - Volume 13 Issue 92 Print Report; Sears provided its customers the option of purchasing its products on credit with a private-label credit card issued by Citibank. As a vendor registered with the Mass...

G.E. Was Going To Satisfy Sec. 355(a) But Flunk Sec. 355(e): May 14, 2019 - Bulletin Print Report; In some cases, spin-offs have a dual character. They can be tax-free at the shareholder level, but taxable at the distributing corporation level. General Electric Company, (&qu...

Non-Custodial Parent's Daughter Not His "Qualifying Child": May 14, 2019 - Bulletin Print Report; Petitioner, ("P"), and TT have never been married to each other. They do, however, have a minor child, "CDC." CDC lived with TT throughout 2012 and did not...

OXY Wins The Battle For APC: May 13, 2019 - Bulletin Print Report; Occidental Petroleum Corporation, ("OXY"), has won the battle it was waging with Chevron Corporation, ("C"),with respect to the acquisition of Anadark...

Buckeye Partners LP To "Go Private": May 13, 2019 - Bulletin Print Report; IFM Investors and Buckeye Partners LP, ("BPL"), announced a definitive agreement under which the IFM Global Infrastructure Fund will acquire all of the outstand...

Credit Union's "Credit Insurance" Income Not UBTI: May 13, 2019 - Volume 13 Issue 91 Print Report; Pursuant to Sec. 501(c)(14)(A) of the Internal Revenue Code, Bellco Credit Union, (B), is generally exempt from federal income tax. However, B, like all otherwise tax...

Sec. 301 Redemption Comes Out Of "AAA": May 10, 2019 - Bulletin Print Report; X corporation is a corporation that once was a C corporation and later elected to be an 'S' corporation. However, X corporation's 'S' election terminated un...

Inherited IRA Constitutes "Retirement Funds": May 10, 2019 - Volume 13 Issue 90 Print Report; Mr. B filed a petition for Chapter 13 protection on March 15, 2013. Mr. B has lived in South Carolina since May, 2012, when he moved there from Indiana. &nb...

Private Prison Company Not A Governmental Agent: May 10, 2019 - Bulletin Print Report; Petitioner, ("P"), operated a federal prison pursuant to a contract it had entered into with the Federal Bureau of Prisons, ("BOP"). P housed, fed, monitore...

Superfluous Guarantee Gives Rise To Deemed Repatriation: May 9, 2019 - Bulletin Print Report; The issues before us, the Third Circuit Court of Appeals noted, "boil down to whether a United States entity incurs taxes on income made by its controlled foreign corporat...

MPLX And ANDX To Combine: May 9, 2019 - Bulletin Print Report; Marathon Petroleum Corporation, ("MPC"), and MPLX LP, and Andeavor Logistics LP, ("ANDX"),announced that the two midstream companies, MPLX and ANDX, h...

Royalties Are Not "Rents From Real Property" For REIT Purposes: May 9, 2019 - Volume 13 Issue 89 Print Report; The X trust (XT) owns the fee to certain iron ore-bearing lands which are subject to outstanding leases running to various lessees....

Pass-Through Losses Were Limited To Debt Basis: May 8, 2019 - Bulletin Print Report; Mr. ME, ("ME"), held 49 percent of the stock of M, an 'S' corporation. ME obtained a personal loan and transferred $4,985,035 of the loan proceeds to MG, an &...

IRA Exempt From Chapter 7 Creditors: May 8, 2019 - Volume 13 Issue 88 Print Report; D opened an individual retirement account (IRA) with Merrill Lynch (ML) by rolling over $64,646 from another financial institution. Before doing so, D signed a "...

Johnson Controls Launches Buyback/OXY Revises Its Offer: May 7, 2019 - Bulletin Print Report; Johnson Controls International plc, ("JCI"), recently completed...

Stock Not Included In a Non-Resident's New York Gross Estate: May 7, 2019 - Volume 13 Issue 87 Print Report; Petitioner, (P), wants to know the estate tax consequences for the estate of a non-resident decedent of forming a "single member" limited liability company...

Liberty Expedia Holdings' I.R.S. Ruling Issued: May 7, 2019 - Bulletin Print Report; LTR201918015, January 30, 2019, is the private letterruling secured by Liberty Expedia Holdings, ("HC"), with respect to its merger with and into Expedia...

Sinclair Will Secure A "Cost" Basis In The Disney RSNs: May 6, 2019 - Bulletin Print Report; Sinclair Broadcast Group, Inc., ("S"), and The Walt Disney Company, ("D"), announced that they have entered into a definitive agreement under which S will a...

"Membership Amount" Not Gross Income For Golden State Warriors: May 6, 2019 - Bulletin Print Report; TP is a partnership. LLC, a disregarded single member limited liability company of TP, owns and operates the Team, a professional sports franchise that is a member of the Leagu...

VNO's Appeal For Relief From NYC "RPTT" Fails: May 6, 2019 - Bulletin Print Report; Parent, D-REIT and F-REIT, were, respectively,the grantor and grantees in a transfer that occurred on March 1, 2011, ("Transfer"). Before the Transfer, Parent o...

Redemption of Voting Preferred Stock Meets Sec. 302(b)(2): May 6, 2019 - Volume 13 Issue 86 Print Report; X Corporation, (X), had outstanding 5,100 shares of voting common stock and 4,900 shares of voting preferred stock. Each share of common and preferred stock possesses...

"Old And Cold" Transfer Escapes N.J. Estate Tax: May 3, 2019 - Bulletin Print Report; On July 24, 2013, the Decedent, then age 87, executed a deed transferring his interest in the Subject Property (a two-family home located in Lodi, New Jersey) to the Heirs for...

Gift of Bonds By a Cash Basis Taxpayer: May 3, 2019 - Volume 13 Issue 85 Print Report; An individual who computes his taxable income under the cash receipts and disbursements method of accounting established a trust and transferred certain corporate bon...

COGS Deduction Must Be Reduced By Depreciation: May 3, 2019 - Bulletin Print Report; R provides furniture, electronics, appliances, and computers to consumers, either through immediate, outright purchase or, more commonly, through "rent to own" agreem...

Berkshire Hathaway Is A Fan Of Preferred Stock: May 2, 2019 - Bulletin Print Report; It was bound to happen. Occidental Petroleum Corporation, ("O"), announced that, in connection with the financing of its proposal to acquire Anadarko Petroleum Corpor...

Perrigo Encounters More Tax Issues/Apollo Will Become A C Corporation: May 2, 2019 - Bulletin Print Report; One thing we can say about Perrigo Co. plc's"inversion" with Elan Corp. plcis that it brought the company unwanted tax scrutiny, both here and in Irel...

Guarantor of 'S' Corporation's External Debt Does Not Earn Basis: May 2, 2019 - Volume 13 Issue 84 Print Report; UDI was an 'S' corporation in which each ofhusband (H) and wife (W) were shareholders. LLC began operations on April 2, 2007. LLC was treated as a partn...

Taxpayer's Marriage Causes Repayment Of "APTC": May 2, 2019 - Bulletin Print Report; In December 2014, CF submitted an application to the Exchange. CF purchased a health insurance policy through the Exchange after it determined she was eligible for an advance p...

Comcast's Franchise Agreements Were Its Income-Producing Activities: May 1, 2019 - Bulletin Print Report; This appeal concerns the corporate excise tax liability of 13 subsidiaries that provided video, Internet, and telephone services in Massachusetts between 2003 and 2008. In thei...

Who Is Taxed On Assigned Dividend Income?: May 1, 2019 - Volume 13 Issue 83 Print Report; The residue of the Estate of A, who passed away on November 2, 1973, was bequeathed to a trustee to pay the income to B for her life and upon her death to deliver the...

GDI And IR To Engage In An "RMT" Transaction: April 30, 2019 - Bulletin Print Report; Gardner Denver Holdings, Inc., ("GDI"), approximately 35 percent of the stock of which is owned by KKR, and Ingersoll-Rand plc, ("IR"), an "inverted&qu...

Partnership Property Not Limited To "Alternative" Depreciation: April 30, 2019 - Volume 13 Issue 82 Print Report; TP is a State limited liability company. TP has two members: A, a State corporation, holds a "D%" interest in TP, and B, also a State corporation, holds a &...

R.I.P. "Common Law Mailbox Rule": April 30, 2019 - Bulletin Print Report; The Bs' 2007 Federal income tax return reported a net operating loss, ("NOL"), of approximately $2.5 million. They wanted to carry that loss back to 2005. Based o...

Supreme Court Limits Incidence Of "Class" Arbitration: April 29, 2019 - Bulletin Print Report; In 2016, a hacker tricked a Lamps Plus, ("LP"), employee into disclosing the tax information of approximately 1,300 LP employees. Soon after, a fraudulent federal inc...

Celadon Group Should Get A Tax Deduction For Its "Restitution": April 29, 2019 - Bulletin Print Report; Celadon Group, Inc., ("CGIP" or "the Company"), announced that it has reached resolutions with the U.S. Department of Justice, Criminal Division, Fraud Sect...

Gift of Encumbered Property Triggers NYC RPTT: April 29, 2019 - Volume 13 Issue 81 Print Report; The Property, a commercial building located in Queens, New York, was originally conveyed to JS, individually, by deed, on or about May 27, 1993. The Property was indi...

Brownfield Credit Is Properly Included In Gross Income: April 26, 2019 - Bulletin Print Report; In New York, taxpayers can receive a tax credit for the redevelopment of a "brownfield" site as part of a brownfield cleanup program. If the amount of the credit allo...

Pregnancy Can Constitute "Sickness Disability": April 26, 2019 - Volume 13 Issue 80 Print Report; As part of its general sick pay plan, a company has a plan that provides for salary or wage continuation benefits to employees who are absent from work because of pre...

Pension Distribution Is Taxable In Virginia: April 25, 2019 - Bulletin Print Report; While the taxpayer, ("TP"), was a resident of Texas, ("State A"), she borrowed money from a retirement account. TP moved to Virginia in May 2015. In July 20...

Shareholder's Payment Of Corporation's Expenses: April 25, 2019 - Bulletin Print Report; RFI is a C corporation of which F was the majority shareholder. P was an 'S' corporation of which F was also the majority shareholder. In 2005, RFI contracted with &quo...

Recalculating Installment Gain After a Purchase Price Reduction: April 25, 2019 - Volume 13 Issue 79 Print Report; In 1969, a taxpayer sold shares of stock having a basis of $40,000 for $100,000 and elected to report his gross profit from the sale on the installment method of acco...

OXY Will Top CVX's Offer For APC: April 25, 2019 - Bulletin Print Report; Occidental Petroleum Corporation, ("OXY"), delivered a letter to the Board of Directors of Anadarko Petroleum Corporation, ("APC"), "setting forth the...

The Willens Deal Survey April 2019: April 24, 2019 - The Deal Survey: April 2019 Print Report; Welcome to our summary of deals for April 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Can Liberty Media Spin-Off Sirius XM?: April 24, 2019 - Bulletin Print Report; From time to time, the question arises whether Liberty Media Corporation, ("L"), can effectuate a tax-free spin-off of the stock of its affiliate, Sirius XM, ("S...

QOF Converts Building Into "QOF Business Property": April 24, 2019 - Bulletin Print Report; In September 2018, Qualified Opportunity Fund A, ("QOFA"), purchases, for $800x, Property X, ("PX"), which is located within the boundaries of a Qualified O...

Taxpayer Liable For NYC Real Property Transfer Tax: April 24, 2019 - Volume 13 Issue 78 Print Report; The Property is a residential property in Brooklyn, New Yorkwith four dwelling units. The Property was purchased by MW in her name alone on May 2, 2005. In orde...

Video Game Retailer Failed To Collect Sales Tax: April 23, 2019 - Bulletin Print Report; GSI and S are wholly-owned affiliates of GameStop Corporation, ("GS"). GS operates approximately 82 retail stores in the state ofWashington. GS is a retailer of...

Cash Payment Does Not Spoil 'C' Reorganization: April 23, 2019 - Volume 13 Issue 77 Print Report; In Year 1, a foreign corporation (ACQ) entered into a plan of acquisition (Merger Agreement) with a U.S. corporation (T). The parties treated the acquisition as a reo...

Liberty Expedia Holdings Will Merge With And Into Expedia Group: April 22, 2019 - Bulletin Print Report; Liberty ExpediaHoldings, Inc., (LEH),was "split-off"from Liberty Interactive in 2016. See The Willens Report, Opportunity Zone Update; April 22, 2019 - Bulletin Print Report; The Internal Revenue Servicehas published an additional set of proposed regulations regarding Opportunity Zones which fill in manyof the blanks left open from the f...

The "Inclusionary" Component of the "Tax Benefit Rule": April 22, 2019 - Volume 13 Issue 76 Print Report; Q operated as a C corporation until its 1986 tax year. Effective with its 1986 tax year, Q made an election to be treated as an 'S' corporation. T and C each...

BX Will Become A C Corporation: April 18, 2019 - Bulletin Print Report; The Blackstone Group L.P., (BX), has decided to abandon its MLPformatand join the ranks of certain of its competitors in converting to C corporation status. The arg...

Successor Lessee Not Entitled To Sales Tax Refund Or Credit: April 18, 2019 - Bulletin Print Report; On July 18, 2015, JS leased a 2015 Lexus IS 250 for a period of 27 months. At the lease inception, JS paid $1,116.57 in sales tax on the motor vehicle to New York State.<...

Tax Court Applies The "Cohan" Rule: April 18, 2019 - Bulletin Print Report; In 1972, petitioner, ("P"), married MR. In 1976, P and MR moved to New York City. In 1977, P and MR divorced. Despite their divorce, they continued to live together,...

Redeeming Community Property Stock: April 18, 2019 - Volume 13 Issue 75 Print Report; H and C each owned 50 percent of the stock of X corporation, ("X"),since its incorporation. H is the husband of W and C is their son....

I.R.A. Rollover Funds Are Exempt From Judgment: April 18, 2019 - Bulletin Print Report; On April 16, 2018, D withdrew $50,000 dollars from an I.R.A. D deposited $49,000 of the funds in his checking account and retained $1,000 to purchase lottery tickets. Over time...

Merger of Mutual Savings Banks Is a Reorganization: April 17, 2019 - Volume 13 Issue 74 Print Report; X corporation, (X), and Y corporation, (Y), have operated continuously for many years as mutual savings banks. Neither had anycapital stock outstanding....

Publicis Will Enjoy A Basis Step-Up For Epsilon: April 17, 2019 - Bulletin Print Report; Publicis GroupeS.A., ("PG"), announced it has entered into an agreement with Alliance Data Systems Corporation, ("ADS"), in connection with which PG &...

Expensed Assets Not Eligible For New York ITC: April 17, 2019 - Bulletin Print Report; Refraction Technologies Corporation, ("R"), is an 'S' corporation. R is certified as an Empire Zone, ("EZ"), enterprise. Mr. RS, ("RS"),&n...

No Disposition or Satisfaction of Installment Obligation Found: April 16, 2019 - Volume 13 Issue 73 Print Report; TP is engaged in the ownership and operation of retail stores. Holder, (H), is an individual who owned "d" debentures (the "Old Debentures") in th...

The "SRP" Is Entitled To Priority Status: April 16, 2019 - Bulletin Print Report; On March 26, 2018, Debtors filed a petition for relief under Chapter 13 of Title 11 of the United States Code. On April 27, 2018, the I.R.S. filed a proof of claim, ("Clai...

Oregon LLC Is Commercially Domiciled In California: April 16, 2019 - Bulletin Print Report; Appellant, ("A"), was organized in Oregon in 2007. During 2014, most of A's members, including most notablyMR, lived in California. A's sole business ac...

Chevron And Anadarko To Combine: April 15, 2019 - Bulletin Print Report; Chevron Corporation, ("C"), announced, on April 12, 2019, that it has entered into a definitive agreement with AnadarkoPetroleum Corporation, ("A"), &...

Excess FICA Taxes Not Deductible For NYC Tax Purposes: April 15, 2019 - Bulletin Print Report; Under Sec. 45B of the Internal Revenue Code, an eligible employer may claim a credit against its federal income tax for FICA taxes paid with respect to certain tip income of it...

Relocation Grants Are Nontaxable Contributions To Capital: April 15, 2019 - Bulletin Print Report; Petitioner, ("P"), was a voice and electronic broker-dealer operating out of offices in lower Manhattan. G and FB were subsidiaries of P. On September 11, 2001, G had...

Dividends On Restricted Stock: April 15, 2019 - Volume 13 Issue 72 Print Report; On May 3, 1982, X established a restricted stock plan for the benefit of certain key employees in connection with services rendered to the corporation. At the time th...

Trades Of Player Contracts And Draft Picks Can Be Tax-Free: April 12, 2019 - Bulletin Print Report; Sec. 1031(a) ofthe Internal Revenue Code provides that no gain or loss shall be recognized on the exchange of real property held f...

RAD's Reverse Stock Split: April 12, 2019 - Bulletin Print Report; Rite Aid Corporation, ("RAD"), announced that its board of directors hasapproved a "reverse stock split" of the company's common stock at a ratio...

Non-Professional Fiduciary Not Carrying On a Trade or Business: April 12, 2019 - Volume 13 Issue 71 Print Report; The plaintiff's aunt died testate on June 9, 1955, leaving an estate valued at $123,284.05. The plaintiff was appointed executor of her aunt'sestate.

Separate Contracts Viewed As A Single Conveyance: April 12, 2019 - Bulletin Print Report; On February 11, 2015, petitioners entered into a contract to purchase vacant land from FH, a New York corporation, for $2.5 million. On the same day, petitioners entered into a...

BioScrip, Inc. Will Engage In A 'D' Reorganization: April 11, 2019 - Bulletin Print Report; BioScrip, Inc., ("BS"), and Option Care Enterprises, ("O"),a private entity, announced that they have entered into a definitive merger agreement. Unde...

AABA's Foreign Tax Credit Mechanics: April 11, 2019 - Bulletin Print Report; Apparently, the fourgreat imponderables, as regards the aggregate amount of liquidating distributions Altaba, Inc., ("AABA" or the "Fund"), will be ma...

New York "Pensions and Annuities": April 11, 2019 - Volume 13 Issue 70 Print Report; Petitioner, (P), was employed by American Express Corporation ("Employer") from 1984 through August, 2007, when he retired at the age of 56. P was a partici...

When Is a "Sales Tax" Deductible?: April 10, 2019 - Volume 13 Issue 69 Print Report; On November 17, 2004, the taxpayers, Mr. and Mrs. Naso, (N), entered into a purchase contract with DH, a home builder, toconstruct a home on unimproved vacant l...

Leo Holdings Corporation To "Domesticate": April 10, 2019 - Bulletin Print Report; CEC Entertainment, Inc., ("CEC"), and Leo Holdings Corporation, ("LHC"), a publicly traded "SPAC," announced that LHC and QuesoHoldings, Inc...

"Concierge CFO" Denied Traveling Expense Deductions: April 10, 2019 - Bulletin Print Report; B views himself as operatinga "concierge CFO" business. He has had clients for his CFO business since at least 1998. During the examination years, he made a hom...

Versum Materials To Pay "Termination Fee": April 9, 2019 - Bulletin Print Report; Versum Materials, Inc., ("V"), and Entegris, Inc., ("E"), had entered into a definitive merger agreement pursuant to which V was to have merged, in a "...

Fees To Fund PCOR Are Deductible: April 9, 2019 - Volume 13 Issue 68 Print Report; Secs. 4375-77 of the Internal Revenue Code were added by the Affordable Care Act (ACA). The ACA provides for the establishment of the private, non-profit corporation,...

Use Of LLC Does Not Preclude Tax Relief: April 9, 2019 - Bulletin Print Report; RTC Sec. 69.5 allows qualified homeowners over 55 years of age to transfer the property tax basis of their principal residence to a replacement dwelling of equal or lesser valu...

Yacht Charter Business Not Engaged In For Profit: April 8, 2019 - Bulletin Print Report; Petitioner husband, ("PH"), is a highly successful businessman and a certified public accountant. PH and his wife, ("Ps") have been boating since the 1970s...

LLY Completes Highly Successful Split-Off: April 8, 2019 - Bulletin Print Report; Eli Lilly & Co., ("LLY"), owned 80.2 percent of the stock of ElancoAnimal Health, Inc., ("ELAN"). For good and valid business reasons, LLY decided...

Homeowner Realized a Gain Upon Foreclosure: April 8, 2019 - Volume 13 Issue 67 Print Report; Petitioner, (P), resided in California. During 2005, she purchased a residence in Sacramento. She resided there until sometime during 2006, when she moved to San Fran...

Coal Act Premiums Are "Taxes": April 5, 2019 - Bulletin Print Report; Nearly 30 years ago, Hillsborough Holdings and thirty of its subsidiaries filed for chapter 11 bankruptcy. This proceeding centers on just two of those subsidiaries: USPa...

No Deduction If Services Not Actually Rendered: April 5, 2019 - Volume 13 Issue 66 Print Report; Petitioner, (P), is a dental practice. The Es (Dr. E and his wife)were P's sole shareholders. The Es were also salaried employees for P. Dr. E also owned an...

Remarriage Terminates New Jersey Property Tax Exemption: April 4, 2019 - Bulletin Print Report; N.J.S.A. 54:4-3.30(b)(2) provides: "...The surviving spouse of any citizen and resident of this State who was honorably discharged and, after the citizen and resident'...

Taxpayer Ineligible for FEI Exclusion: April 4, 2019 - Volume 13 Issue 65 Print Report; Petitioner, (P), is a U.S. citizen. He began working for L3 in April 1982 as a full-time employee and remained there until June 1989. P returned to work for L3...

MGM Resorts International/MGM Growth Properties, LLC—Is A Taxable Spin-off Viable?: April 4, 2019 - Bulletin Print Report; MGM Resorts International, (“MGM”), owns 100 percent of the Class B stock of MGM Gro...

How Long Is a Day?: April 3, 2019 - Volume 13 Issue 64 Print Report; In 1983, the New York State Department of Taxation and Finance issued two notices of deficiency to "decedent"pertaining tothe tax years 1979 thr...

Altaba, Inc. Will Completely Liquidate: April 3, 2019 - Bulletin Print Report; There will be no "cash rich" split-offs or "downstream mergers" (in which Alibaba Group Holding Ltd. acquires the stock of Altaba, Inc. in exchange for Alib...

Claim Did Not Arise From "Profit-Seeking" Activities: April 3, 2019 - Bulletin Print Report; C is the CEO and sole shareholder of JKI, a commercial cleaning franchisor operating as an 'S' corporation. In November 2002, C went on vacation to the island of St. Ma...

Spin-Off Facilitates Equity Offering: April 2, 2019 - Volume 13 Issue 63 Print Report; P is a closely-held corporation that develops and markets computer software. P has, for more than five years, owned all of the stock of S, a corporation that owns and...

FASB Proposes More "Robust" Income Tax Disclosures: April 2, 2019 - Bulletin Print Report; The Financial Accounting Standards Board, ("FASB"), has been attempting,for quite some time, to reach a consensus on what everyone agrees is a glaring problem:...

Rate Relief Does Not Prevent Utility's Abandonment Loss: April 2, 2019 - Bulletin Print Report; Parent, ("P"), is a public utility holding company. P's largest subsidiary is Taxpayer, ("T"). T is a regulated utility. T generates, transmits, and dis...

"County" Payments Constitute Qualifying REIT Income: April 2, 2019 - Bulletin Print Report; TP is a real estate investment trust, ("REIT"). TP is an "UPREIT." It owns "A%" of the interests in a partnership, PS. PS owns DE 1. DE 1 owns DE...

When Is A State Tax Refund Included In Gross Income?: April 1, 2019 - Bulletin Print Report; The taxpayers are each unmarried individuals whose filing status is "single" and who itemized deductions on their federal income tax returns for 2018 in lieu of using...

"Forthright And Honest Testimony" Does Not Carry The Day: April 1, 2019 - Bulletin Print Report; In 2007, petitioner was a Florida domiciliary but, as an executive in the magazine publishing industry that required frequent travel between Florida and New York, he also maint...

I.R.S. Releases Fortiv's "RMT" Ruling: April 1, 2019 - Bulletin Print Report; D (FortivCorporation) has a single class of voting common stock outstanding. D directly owns all of the equity interests in DRE 1, Sub 1, Sub 2, and Sub 3. DRE 1 owns all...

Assets Accessory To The Operation of a Business Are Not Real Estate: April 1, 2019 - Volume 13 Issue 62 Print Report; A trust makes mortgage loans for the construction of systems for the transmission and reception of audio, voice, and other electrical signals between communities by m...

PBM Company Not Merely An Agent Of Pharmacies: March 29, 2019 - Bulletin Print Report; Express Scripts, Inc., ("E"), is a PBM company headquartered in Missouri. Clients hire E to manage the clients' prescription drug benefit programs. E negotiates w...

Utility Denied New York State ITC: March 29, 2019 - Volume 13 Issue 61 Print Report; Petitioners are regulated public utilities engaged in the business of providing natural gas to customers in New York City and Long Island. Starting in 2000, petitione...

The Beneficial Owner of an 'S' Corporation Is Taxed On Its Income: March 29, 2019 - Bulletin Print Report; MB was married to the former Pittsburgh Pirates and New York Mets star, Bobby Bonilla, ("RB"), in 1986. RB incorporated BBI. As of February 23, 1994, RB was the sole...

Stock of Lower-Tier Domestic Corporation Not a Passive Asset: March 28, 2019 - Volume 13 Issue 60 Print Report; Taxpayers, a married couple, own shares in X. X is a Country M corporation that was formed in Year 2, and is a passive foreign investment company (PFIC). Since its fo...

Roth IRA Distribution Included In Income: March 28, 2019 - Bulletin Print Report; The AUsapplied for a real property tax credit, claiming that their total income was below the $60,000 cap. BFS denied their application, stating that, when including the...

CNC To Acquire WCG In A "Two-Step" Merger: March 28, 2019 - Bulletin Print Report; Centene Corporation, ("CNC"), and WellCare Health Plans, Inc., ("WCG"), announced, on March 27, 2019,that "CNC will acquire WCG in a cash and sto...

Destruction of a Principal Residence: March 27, 2019 - Volume 13 Issue 59 Print Report; Taxpayer's property was severely damaged as a result of a natural disaster. The property was damaged to such an extent that it must practicably be rebuilt. Althou...

I.R.S. Updates "Dividend" Regulations: March 27, 2019 - Bulletin Print Report; The I.R.S. recently issued proposed regulations, updating Reg. Sec. 1.301-1 in particular, to reflect the statutory changes made to Sec. 301(b)(1) and Sec. 302(d) by the 1988 A...

Novartis AG Will Soon Spin-Off Alcon, Inc.: March 26, 2019 - Bulletin Print Report; Novartis AG, a Swiss resident corporation, will be distributing to its shareholders, including holders of itsADRs, all of the stock of its newly-formed subsidiary, Alcon,...

I.R.S. Regulations Punish "Objectionable" REIT Conversions: March 26, 2019 - Bulletin Print Report; In general, if property owned by a C corporation becomes the property of a real estate investment trust, ("REIT"), in a conversion transaction , (the qua...

Interests In Mortgages On Real Property: March 26, 2019 - Volume 13 Issue 58 Print Report; Company, (C), will elect to be taxed as a REIT. The Taxpayer expects C to finance Structural Improvements secured by the Structural Improvements and the underlying bu...

Gross Income Not Reduced By Selling Expenses: March 26, 2019 - Bulletin Print Report; TP originates residential first mortgages on "non-transient real property." TP's corporate headquarters are located out-of-state. TP originated mortgages through...

Sports Agent Can Deduct Settlement Payments: March 25, 2019 - Volume 13 Issue 57 Print Report; X is an attorney whose practice is devoted exclusively to the representation of professional athletes with respect to contract negotiations and other financial matter...

Nexstar To Sell Assets To Be Acquired From Tribune Media: March 25, 2019 - Bulletin Print Report; Nexstar Media Group, ("N"), will acquire, pursuant to a "reverse subsidiary cash merger," all of the Class A and Class B stock of Tribune Media, ("TM&q...

I.R.S. Provides Relief To "Underpaid" Taxpayers: March 25, 2019 - Bulletin Print Report; Notice 2019-25 supersedes the guidance in Notice 2019-11. See The Willens Report,Tax Allocation Agreement Does Not Contravene "Bob Richards" Rule; March 25, 2019 - Bulletin Print Report; This appeal concerns the ownership of a federal tax refund. The tax refund was issued by the Internal Revenue Serviceto United Western Bancorp, Inc., ("UWBI"),...

Service Inches Closer To Deleting The Income Requirement For An "ATB": March 22, 2019 - Bulletin Print Report; Rev. Rul. 2019-09, issued on March 21, 2019, suspends two rather "ancient" revenue rulings, Rev. Rul. 57-464, 1957-2 C.B. 244 and Rev. Rul. 57-492, 1957-2 C.B. 247, p...

No Bond Premium With Respect to Convertibles: March 22, 2019 - Volume 13 Issue 56 Print Report; M Corporation, (M), formed N Corporation, (N). N sold "$a" face value "x%" guaranteed debentures and sold "$b" face value "y%"...

The Willens Deal Survey March 2019: March 21, 2019 - The Deal Survey: March 2019 Print Report; Welcome to our summary of deals for March 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database.

Property Tax Exemption Permitted For Improved Home: March 21, 2019 - Bulletin Print Report; Mr. L served during the Vietnam War as a member of the U.S. Air Force. He was honorably discharged from service in 1969. In 1998, Mr. L and his spouse purchased a summer camp i...

Service Permits Current Deduction of Certain Litigation Settlements: March 21, 2019 - Volume 13 Issue 55 Print Report; In 1973, the taxpayer (TP) entered into a franchise agreement with M. The terms of the agreement provided that M would grant TP its trade name and expertise in the bu...

The Fox/Disney Deal Finally Closes: March 20, 2019 - Bulletin Print Report; The historic"Morris Trust" transaction involving 21st Century Fox, ("21CF"), and The Walt Disney Co., ("DIS"), has finallyclosed. The...

State Tax Preempted By 19th Century Treaty: March 20, 2019 - Bulletin Print Report; A State of Washington statute requires each "fuel importer" to obtain a license, and it says that a fuel tax will be "levied and imposed upon...licensees" f...

Calculating New Jersey "AAA": March 20, 2019 - Volume 13 Issue 54 Print Report; MC is a 25 percent shareholder in CS which became a New Jersey (NJ) 'S' corporation in 1995. The period of assessment at issue was January, 2003--December, 20...

Fidelity National Information Services And Worldpay To Combine: March 19, 2019 - Bulletin Print Report; Fidelity National Information Services, Inc., ("FIS"), and Worldpay, Inc., ("WP"), announced that they have entered into a definitive merger agreement. At c...

Final Regulations Treat "RIC" Income Inclusions Less Harshly: March 19, 2019 - Bulletin Print Report; A regulated investment company, ("RIC"), is allowed to claima deduction for the dividends it pays to its shareholders. Thus, a RIC is, effectively, exempt from...

Consulting Firm's Receipts Not Subject To Sales Tax: March 19, 2019 - Volume 13 Issue 53 Print Report; Nerac, Inc., ("N"), is a research and advisory firm providing technical, scientific, and engineering research and tracking services to its clients. Clients contact pe...

Website Host Is A "Vendor": March 19, 2019 - Bulletin Print Report; Petitioner develops and markets a wide range of software, services, and digital products. Petitioner operates online marketplaces on which independent software vendors, ("...

Investment Advisor May Not Use Broker-Dealer Sourcing Rules: March 18, 2019 - Buletin Print Report; Petitioner, ("P"), is incorporated under the laws of the State of New York. P is a wholly-owned subsidiary of BTG S.A. BTG S.A. is a wholly-owned subsidiary of Banco...

Lessor Of Energy Infrastructure Assets Earns Qualifying Rents: March 18, 2019 - Bulletin Print Report; TP is a corporation that has elected to be taxed and has operated as a real estate investment trust, ("REIT"). TP principally invests in U.S. energy infrastructure as...

Franchisee Can Deduct Payments Made To Franchisor: March 18, 2019 - Volume 13 Issue 52 Print Report; TP is in the business of distributing "Products" and similar products from a wide variety of suppliers through a specific group of retailers under contract...

Airline Did Not Operate A "Hub Facility": March 15, 2019 - Bulletin Print Report; Pursuant to Sec. 76.075, Stats. (2015-2016) (Wisconsin), plaintiffs seek adjustments of their 2013 and 2014 property assessments, and therefore refunds on their property taxes,...

Administrative Claim For Refund Not Timely Filed: March 15, 2019 - Bulletin Print Report; The United States and its agencies may be sued only to the extent that they consent to waive their sovereign immunity. With respect to a suit for a tax refund, that waiver is c...

Circumventing the 100 Shareholder 'S' Corporation Limitation: March 15, 2019 - Volume 13 Issue 51 Print Report; A 'small business corporation' may elect to be treated as an 'S' corporation. An election shall be valid only if all persons who are shareholders in s...

Circular Flow of Cash Is Disregarded: March 14, 2019 - Volume 13 Issue 50 Print Report; X Corporation, (X), a state-charteredbanking institution, had outstanding 2,000 shares of common stock which were publicly-held. X decided that its stock should...

Post-Death Events Are Taken Into Account In Valuing Donated Property: March 14, 2019 - Bulletin Print Report; The D family owns DPI, a closely held corporation that manages commercial and residential property.... Before V's death, the only shareholders of DPI were V, E, and P. V ow...

BAM Will "Roll Up" OAK: March 13, 2019 - Bulletin Print Report; Brookfield Asset Management, Inc., ("BAM"), and Oaktree Capital Group, LLC, ("OAK"), announced an agreement whereby BAM "will acquire approximately 62...

Electing 'S' Corporation Status: March 13, 2019 - Volume 13 Issue 49 Print Report; Sec. 1362(a)(1) of the Internal Revenue Code provides that "a small business corporation may elect to be an 'S' corporation." Sec. 1362(a)(2) provid...

"MAGI" Includes All Social Security Benefits: March 13, 2019 - Bulletin Print Report; In 2014, petitioner, ("P"), received $26,180 of Social Security benefits, of which $11,902 was attributable to a lump sum payment relating to 2013 and $14,278 was att...

Brookfield's Self-Tender Offers: March 12, 2019 - Bulletin Print Report; Brookfield Property REIT, ("BPR") if offering to purchase for cash up to $95 million in value of shares of its Class A stock (such stock was issued in the acquisition...

Baseball Hall of Famer Was a California Resident: March 12, 2019 - Volume 13 Issue 48 Print Report; Gloria Morgan (GM) was born and raised in California and Joe Morgan, (JM),the baseball hall of famer, spent most of his childhood in California.

"OTCs" Are Not "Operators" Of Hotels: March 12, 2019 - Bulletin Print Report; The defendants are online travel companies, ("OTCs"). OTCs use either the "agency" or the "merchant" model to conduct business. Under the merchant...

Property Damage Required For Casualty Loss: March 12, 2019 - Bulletin Print Report; In 2004, M was diagnosed with Parkinson's disease. In 2006, Dr. Lew, ("DL"), prescribed Pramipexole, ("PR"). The medicine worked, and M's symptoms i...

The "Silver Lining" In A Failed Spin-Off: March 11, 2019 - Bulletin Print Report; A spin-off that otherwise satisfies the requirements of Sec. 355 of the Code, is, nevertheless, taxable, at the corporate level, if it is part of a plan (or series of related t...

A Revered Kansan Is Not A "Resident" Of The State: March 11, 2019 - Bulletin Print Report; Domicile is a relationship that the law creates between an individual and a location or a country. Domicile is the place where a person resides, where the person has an intenti...

BAC's Investment In CCB Not Integral To Its Business: March 11, 2019 - Bulletin Print Report; The California Board of Equalization, ("BOE"), determined that, for 2008, dividend income received by Bank of America, ("BAC"), from its investment in China...

Purchase of Stock Precludes a 'C' Reorganization: March 11, 2019 - Volume 13 Issue 47 Print Report; P corporation (P) owned all the stock of S1 and S2. It was P's desire that S1 acquire substantially all the properties of unrelatedX. In order to elim...

Medical Center Is A Corporation: March 8, 2019 - Bulletin Print Report; WC is a charitable organization incorporated under the laws of Kansas. In 2010, after the I.R.S. determined that medical school students were not subject to FICA taxes, the Ser...

Lessee of Land Not Entitled to Homestead Exemption: March 8, 2019 - Volume 13 Issue 46 Print Report; This case concerns property held in the name of Chicago Resort Company, a Michigan corporation (the "corporation"). The corporation is the owner of record o...

Property Not Purchased For Resale: March 7, 2019 - Bulletin Print Report; N is a provider of credit card and debit card processing services. N's customers are merchants and N provides them with card readers or card processing terminals that commu...

Ascertaining the Date of Sale: March 7, 2019 - Volume 13 Issue 45 Print Report; In 1968, the plaintiff, (HJ), negotiated the sale of its assets to CW. Each of HJ and CW was a C corporation. The sale requir...

Taxpayer Found To Be Operating A "Dating Service": March 6, 2019 - Bulletin Print Report; The taxpayer, ("TP"), operates a website that allows individuals to register for scheduled "speed dating" events held in several cities throughout the U.S....

Holding Property For Investment Purposes Not a Trade or Business: March 6, 2019 - Volume 13 Issue 44 Print Report; X corporation, ("X"), is both a broker and dealer in stocks and bonds. Y corporation, ("Y"), a wholly-owned subsidiary of X, is engaged in the own...

Foreign Derived Intangible Income ("FDII") Can Lower Effective Tax Rates: March 6, 2019 - Bulletin Print Report; The Tax Cuts and Jobs Act contained a provision which allows for a lower tax rate to be imposed on a U.S. corporation's intangible income derived from serving non-U.S. mark...

"Compensation" Includes Payment For "Time Lost": March 5, 2019 - Bulletin Print Report; L was injured while working at BNSF's rail yard. L sued BNSF and gained a $126,212.78 jury verdict. Of that amount, the jury ascribed $30,000 to wages lost during the time...

No "Material Participation" In Farming Business: March 5, 2019 - Bulletin Print Report; Mr. and Mrs. C, ("the Cs"), filed a joint Iowa income tax return for calendar year 2006 reporting the sale of agricultural real estate located in W County, Iowa. Thei...

Split-Off Not Affected By the Granting of an Option: March 5, 2019 - Volume 13 Issue 43 Print Report; D corporation, (D), is engaged in Business qq and in Business rr. D has VV shares of voting common stock outstanding of which Shareholder Group A (SGA) owns approxima...

Interest Is Neither Investment Interest Nor Personal Interest: March 5, 2019 - Bulletin Print Report; During each of the years in issue, Petitioner, ("P"), was the sole proprietor of Pi. Pi was engaged in the business of software development. The business was conducte...

PG & E Gets A "Going Concern" Opinion: March 4, 2019 - Bulletin Print Report; PG & E is a holding company whose principal operating subsidiary is Pacific Gas & Electric Company, a public utility, (the "Utility"). On January 29, 2019, PG...

Lorillard Escapes New Jersey Add-Back Of Royalty Expense: March 4, 2019 - Bulletin Print Report; Parent, ("P"), is a Delaware corporation which manufactures, markets, distributes, and sells cigarettes throughout the United States. It maintains its headquartered i...

Dividend Waiver Respected: March 4, 2019 - Volume 13 Issue 42 Print Report; X Corporation, (X), is a publicly-traded corporation. Each share of X'sClass A common stock has one vote per share and each share of X's Class B common...

Uniti's Dividend Payment Obligations: March 1, 2019 - Bulletin Print Report; Uniti Group, Inc., ("U"), is a real estate investment trust, ("REIT") engaged in the acquisition and construction of infrastructure in the communications in...

Sales Tax Not Barred By Internet Tax Freedom Act: March 1, 2019 - Bulletin Print Report; PixiusCommunications, LLC, ("P"), is an internet service provider, ("ISP"), engaged in the business of providing its customers with wireless access to...

Forgivable Loan Is Income When All Events Test Is Met: March 1, 2019 - Volume 13 Issue 41 Print Report; TP considered closing its factory in State X and consolidating the business in another state. To discourage this, State X provided a loan to TP. In return, TP was req...

Ascertaining The Nature Of The "Shared Responsibility Payment": February 28, 2019 - Bulletin Print Report; On June 18, 2017, JC filed for Chapter 13 Bankruptcy Protection. The Internal Revenue Service filed a proof of claim for $5,795.10 in priority debt payments, with $695 being de...

CFOs Are Not Covered Employees: February 28, 2019 - Volume 13 Issue 40 Print Report; TP is a publicly held corporation. A and B each served as the principal financial officer of TP during a portion of Year 1. Pursuant to the executive compensation dis...

Sec. 312 Principles Apply In Determining A CFC's Earnings and Profits: February 27, 2019 - Bulletin Print Report; Eaton Corporation, ("E"), was the parent of an affiliated group of corporations, ("Eaton Group"), that filed consolidated Federal income tax returns. (Subse...

PCG To Seek Restrictions On Trading In Its Securities: February 27, 2019 - Bulletin Print Report; It has been reported that Pacific Gas & Electric Co., ("PCG"), in an effort to "preserve" its copious net operating loss carryovers, will seek the bankr...

Gains Are No Longer PHC Income: February 27, 2019 - Volume 13 Issue 39 Print Report; M is a domestic corporation. All of the stock of Mis owned by A and B, two individual taxpayers. M manages parcels of real property on a management fee basis.

Danaher Will Secure a Cost Basis in GE's Assets: February 26, 2019 - Bulletin Print Report; Danaher Corporation announced that it has entered into an agreement with General Electric Company to acqu...

Reimbursement Is Not Gross Income: February 26, 2019 - Bulletin Print Report; RP1is a foreign corporation and the common parent of RP2, a foreign corporation, and P, a U.S. corporation. P is the common parent of an affiliated group which includes P...

Forward Merger Constitutes Purchase of Assets: February 26, 2019 - Volume 13 Issue 38 Print Report; Pursuant to an agreement, T merged into PU, a wholly owned subsidiary of P. The shareholders of T received cash and promissory notes in exchange for their T stock. By...

A Bankrupt Debtor Can Avoid The Sec. 382 Limitation: February 26, 2019 - Bulletin Print Report; In general, where a loss corporation undergoes an ownership change, certain limitations, known as the "Sec. 382 limitation," will be imposed on the amount of taxable...

Perrigo's Irish Tax Dispute Will Be Heard By The "High Court": February 26, 2019 - Bulletin Print Report; We previously reported that PerrigoCo. plc's subsidiary, Elan Pharma, ("EP"), was served with a Notice of Assessment by "Irish Revenue." See The W...

The Willens Deal Survey February 2019: February 25, 2019 - The Deal Survey: February 2019 Print Report; Welcome to our summary of deals for February 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

Housing "Subsidy Payment" Found To Be "Good" REIT Income: February 25, 2019 - Bulletin Print Report; Taxpayer, ("TP"), is a real estate investment trust, ("REIT"). TP owns an "A%" general partnerinterest directly in Operating Partnership, (&...

Corporation Found To Be A "PHC": February 25, 2019 - Volume 13 Issue 37 Print Report; P is a corporation organized under the laws of Indiana. During 1970 and 1971, P engaged in the business of residential house rental from which it received gross renta...

"Rent-To-Own" Property Is Not Inventory: February 22, 2019 - Bulletin Print Report; The taxpayer, ("TP"), is a multi-state business which offers for sale or lease property such as furniture, appliances.... TP derives the vast majority of its revenue...

Amounts Not Paid "In Cancellation" Of Lease: February 22, 2019 - Volume 13 Issue 36 Print Report; In 1971, the GJV ("partnership"), in which TP owned a 90 percent interest, entered into separate lease and management contracts with H. &nbs...

Supreme Court Strikes Down West Virginia Tax Statute: February 21, 2019 - Bulletin Print Report; Mr. D, ("D"), workedin the U.S. Marshals Service. His home state, West Virginia, ("WV"), does not tax the pension benefits of certain former state law...

Acquiring A Prohibited "Interest" In The Redeeming Corporation: February 21, 2019 - Volume 13 Issue 35 Print Report; Company, (CO), is a closely-held State N corporation. Stock in CO was held by family members A, B, C, and D and by Trusts 1-9 established by the family. &nb...

Investment Strategist Never Abandoned His New York Domicile: February 20, 2019 - Bulletin Print Report; On August 6, 2013, the New York State Division of Taxation, (the "Division"), issued to petitioner, ("P"), a noted Wall Street investment strategist, a noti...

Florida Is A "Consumer" State: February 20, 2019 - Bulletin Print Report; The taxpayer has headquarters in "X." X is somewhereoutside of Florida.The taxpayer has requestedguidance with respect tothe proper sourcing o...

Payment In Cancellation of Lease Is Not "Rent": February 20, 2019 - Volume 13 Issue 34 Print Report; C1, a domestic corporation, is 78.68 owned by X, a U.S. citizen. The remaining 21.32 percent ofC1is owned by seven U.S. citizens who are not related to X....

Rental Of Karaoke Rooms Does Not Reduce "Base Rent": February 19, 2019 - Bulletin Print Report; TP operates a karaoke, ("K"), business within leased premises below 96thStreet in Manhattan. The premises have been sub-divided into individual "K rooms&qu...

Sears' Net Operating Losses Will Survive Bankruptcy: February 19, 2019 - Bulletin Print Report; Sears Holdings Corporation, ("SHC"), has accumulated a $1.76 billion "NOL DTA" and a nearly $1 billion "Credit DTA." The NOL DTA implies a net ope...

Molson Coors Brewing Company Restates Earnings: February 19, 2019 - Bulletin Print Report; Molson Coors Brewing Company, ("MCBC"), for periods prior to October 11, 2016, owned a 42 percent economic, and 50 percent voting, interest in a partnership named Mil...

Involuntary Presence Does Not Count For NY Residence Purposes: February 19, 2019 - Volume 13 Issue 33 Print Report; Petitioner, (P), is the executor under the last will and testament of BSH who died at Sloane Kettering Memorial Hospital in the City of New York on September 19, 1973...

Reversing Pre-Redemption Transfer of Stock Does Not Invoke "(c)(2)(B)": February 15, 2019 - Volume 13 Issue 32 Print Report; X, ("X"), is a corporation engaged in an ongoing business whose shares of its sole class of common stock were held by A and byA's child, B. A owne...

Cell Phone Retailer Cannot Avoid Use Tax: February 15, 2019 - Bulletin Print Report; Plaintiff, ("P"), is a Michigan corporation engaged in the business of selling cell-phone service contracts, cell phones, and related equipment. P sold Verizon cell-p...

WCC's "Magnanimous" Tender Offer: February 14, 2019 - Bulletin Print Report; Westmoreland Coal Company Asset Corporation, ("TS"), a wholly owned subsidiary of Westmoreland Coal Company, ("WCC"), is offering to purchase all of the out...

Accounting For Disproportionate Liquidations: February 14, 2019 - Volume 13 Issue 31 Print Report; Mr. A formed X Corporation, (X), to engage in a business enterprise. X issued 70,000 shares of common stock to Mr. A at a price of $1 per share. Shortly thereafter, X...

Georgia Firm Has "Substantial Nexus" With Ohio: February 14, 2019 - Bulletin Print Report; G is a Georgia corporation. It does have any locations in Ohio; and does not employ any agents, representatives, or employees in the Buckeye State. G's primary customers ar...

Apportioning Income Of A "Transportation Broker": February 13, 2019 - Bulletin Print Report; BLX, Inc., ("BLX"), is incorporated in Iowa and headquartered in Cedar Rapids. The corporation has elected to file as an 'S' corporation. BLX describes itself...

Charitable Trust Does Not Hold Real Estate "Primary for Sale": February 13, 2019 - Volume 13 Issue 30 Print Report; TP is a charitable trust created under the will of N. TP educates large numbers of individuals annually. At the end of TP'...

Business Activities Are Needed For a "Contraction": February 12, 2019 - Volume 13 Issue 29 Print Report; X corporation, ("X"), owned two parcels of real property, each such parcel consisting of land and a building thereon. Both of the parcels, Parcel A and Parc...

Expectation Of Tax Deduction Not A "Quid Pro Quo": February 12, 2019 - Bulletin Print Report; In April 2011, the Ms purchased real property, (the "Property"),in Bethesda, Maryland. At the time the Ms purchased the Property, it included a remodeled coloni...

Investment Advisor Not A Sec. 382 "Entity": February 12, 2019 - Bulletin Print Report; LossCo, ("L") is a publicly traded State A corporation. L is a holding company whose major asset is the stock of Subsidiary, ("S"), a State B corporation. O...

Transfer Of Condominium Units Is A "Bulk Sale": February 12, 2019 - Bulletin Print Report; Pursuant to two separate contracts of sale, Unit 1 and Unit 2 (which are noncontiguous, separate units in the same residential building) are being sold by Seller, ("S"...

Double Taxation Not Enough To Invalidate VA's Apportionment Method: February 11, 2019 - Bulletin Print Report; The Corporate Executive Board Company, ("CEB"), is a corporation headquartered in Arlington, Virginia. Most of CEB's revenue comes from an annual fixed fee subscr...

The Tax Court Finds A "Genuine Contraction": February 11, 2019 - Volume 13 Issue 28 Print Report; WF was organized for the primary purpose of providing passenger and automobile ferry service across the Potomac River between Maryland and Virginia. From April 8, 195...

LLY Will "Split-Off" ELAN: February 11, 2019 - Bulletin Print Report; Eli Lilly and Company, ("LLY"), announced that it will initiate an "exchange offer" to divest its remaining interest in Elanco Animal Health, ("ELAN&qu...

Food Service Management Operator Taxed At Higher Rates: February 8, 2019 - Bulletin Print Report; From 2005 through 2014, Aramark Educational Services LLC, ("A"), contracted with schools to provide "dining services." At issue is the classification of A&#...

Fixing The Date of Debt Discharge: February 8, 2019 - Volume 13 Issue 27 Print Report; TP's shareholder relies on Gitlitz v. Commissioner , 531 U.S. 206 (2001), to claim additional basis in shares of 'S' corporation stock from exclud...

Physical Presence Necessary For "Nexus" Found: February 7, 2019 - Bulletin Print Report; TP is a foreign corporation with its principal place of business located outside of the State of Washington. TP sells sports apparel, equipment, and accessories to consumers th...

California Taxpayer Cannot Avoid NOL Suspension: February 7, 2019 - Volume 13 Issue 26 Print Report; On July 15, 2010, Appellant, (AP), filed a California Form 100 for the 2008 taxable year. AP reported thereona sale of land, equipment, and buildings. The sale...

Mortgage Lien Survived Non-Judicial Foreclosure Sale: February 7, 2019 - Bulletin Print Report; The Ks owned real property in Richlands, Virginia. The Ks executed a credit line deed of trust, (the "Deed of Trust"), on September 26, 2007 for the benefit of First...

POST Has The Ability To "Spin-Off" 8th Avenue: February 6, 2019 - Bulletin Print Report; Last fall, Post Holdings, Inc., ("POST), entered into an interesting transaction with Thomas H. Lee Partners, Inc., ("THL"), in which POST and THL formed a joint...

The Execution of a Note Does Not Create Basis: February 6, 2019 - Volume 13 Issue 25 Print Report; On November 1, 1979, Mr. A, the owner of all of the outstanding stock of X corporation, ("X"), an electing small business corporation (an 'S' corpor...

Liberty Expedia Holdings And Expedia Explore A "Downstream Merger": February 6, 2019 - Bulletin Print Report; Several years ago, Liberty Interactive, ("LI"), in a "split-off" transaction, distributed to its shareholders its stock inLiberty Expedia Holdings, In...

Inventor Entitled To Capital Gains Treatment: February 6, 2019 - Bulletin Print Report; AM began his career with American Express, eventually rising to the level of "project manager." In December 2001, he joined HIG as vice president of business developm...

Can A Partial Liquidation Be Non Pro Rata?: February 5, 2019 - Volume 13 Issue 24 Print Report; X corporation, ("X"), has outstanding 100 shares of a single class of votingcommon stock, 90 shares of which were owned by Mr. A and 10 shares of whic...

Pollution Control Equipment Exempt From Property Tax: February 5, 2019 - Bulletin Print Report; Personal property is generally exempt from taxation in Minnesota, ("M"). Personal property which is part a pipeline system transporting or distributing water, gas, cr...

Intercompany Payments Are Not "Taxes": February 5, 2019 - Bulletin Print Report; There are, generally, two types of corporation income tax reporting methods used by the States. Non-separate reporting permits a designated entity to file one tax return on beh...

Pension Plan Is Creditor Of "Remainco": February 5, 2019 - Bulletin Print Report; Distributing, ("D"), is a publicly traded corporation and is the common parent of a consolidated group engaged in each of Business A and Business B. D maintains two q...

Identifying The Accounting "Acquirer": February 4, 2019 - Bulletin Print Report; In most business combinations, it is obvious which of the parties is properly treated as the accounting "acquirer." The accounting acquirer applies "acquisition...

Coach Nick Saban Secures (Part Of) A Worthless Debt Deduction: February 4, 2019 - Bulletin Print Report; Mr. Joseph Spinoza, ("S"), is a successful real estate developer. S organized two companies, PR I and PR II, (collectively, "PR"), to acquire and develop tw...

ZAYO Comparable Will Earn "Rents From Real Property": February 4, 2019 - Bulletin Print Report; The taxpayer, ("TP"), a domestic corporation, elected to be taxed as a real estate investment trust, ("REIT"). TP leases systems composed of permanently aff...

Florida Publisher Denied Sales Tax Refund: February 4, 2019 - Volume 13 Issue 23 Print Report; The issue, in a recent State of Florida administrative tax proceeding, was whether the taxpayer, (TPC), showed, by a "preponderance of the evidence", that i...

Unambiguous Election Cannot Be Disavowed: February 1, 2019 - Bulletin Print Report; Appellants employed a tax professional toprepare their joint federal incometax returns. In 2013 and 2014, the preparer made significant errors affecting Appellants&...

State Court Judges Can Allocate Dependency Exemptions: February 1, 2019 - Volume 13 Issue 22 Print Report; I and H were married in 2004 and were separated in 2010. By a judgment of divorce dated April 27, 2011, I, the wife, was awarded physical custody of the children. The...

Wage And Salary Tax Not An "Income" Tax For FTC Purposes: January 31, 2019 - Bulletin Print Report; Petitioners, AF and RF, were residents of Guam in 2013. AF (the petitioner husband) had income from employment with a company based in the Commonwealth of the Northern Mariana...

The Long Reach of Sec. 83: January 31, 2019 - Volume 13 Issue 21 Print Report; GDC (the "company") was formed in 1970. A joined the company as vice-presidentfor finance and administration. The company agreed to sell A 40,000 shar...

Hotel "Consumables" Not Eligible For "Sale-For-Resale" Exemption: January 30, 2019 - Bulletin Print Report; Alamo Building Management L.P., ("A"), owns the Drury PlazaHotel San Antonio Riverwalk, ("DPH"), in San Antonio, Texas. A charges its customers for th...

Stock Subject To a Right of First Refusal Is Common Stock: January 30, 2019 - Volume 13 Issue 20 Print Report; X corporation, (X), issued shares of new voting common stock and shares of new nonvoting common stock pro rata to its shareholders in exchange for shares of its outst...

Government Proves Timely Existence And Mailing Of "90-Day Letter": January 29, 2019 - Bulletin Print Report; Mr. M failed to file timely federal income tax returns for tax years 2002 and 2009, and the Government levied tax assessments. Mr. M maintains that those assessments are invali...

REITs and Partnerships: January 29, 2019 - Volume 13 Issue 19 Print Report; TP is a Real Estate Investment Trust, (REIT). TP owns a portfolio of commercial properties on its own behalf as well as through joint ventures, each of which are trea...

Retail Copy Shops Are Not Manufacturers: January 29, 2019 - Bulletin Print Report; The taxpayer, ("TP"), provides equipment loans and leases to small businesses and middle market companies, including "retail copy shops." In most instances,...

Adjusting The Three-Factor Apportionment Formula Not Warranted: January 28, 2019 - Bulletin Print Report; TP is in the business of lending money to customers across the country, primarily through credit cards and other personal loan products. The vast majority of TP's activitie...

Contract Driver Not Taxpayer's Employee: January 28, 2019 - Bulletin Print Report; Q is a business that connects drivers with customers who need too-large-to towvehicles driven to them. Q contracted with D to pair him with customers needing this service...

"DSM" Expenditures Can Be Deducted: January 28, 2019 - Volume 13 Issue 18 Print Report; X corporation, (X), a public utility, is primarily engaged in generating and distributing electrical energy. In 1995, X provi...

Fertilizers Are Not "Propagative Material": January 25, 2019 - Bulletin Print Report; WE is a California limited liability company that sells fertilizers and pesticides to Arizona farmers. WE argues that the sales are exempt (from Arizona's "transaction...

G.E.'s Distribution Of Spinco's Stock Will Now Be Taxable: January 25, 2019 - Bulletin Print Report; WabtecCorporation, ("WAB"), and General Electric Company, ("GE"), announced today they have modified the terms of their merger agreement in a manner t...

Rate Increase Is Not "Insurance Or Otherwise": January 25, 2019 - Volume 13 Issue 17 Print Report; TP, a public utility, abandoned a partially completed nuclear generating plant. The state commission with rate-making authority over TP, in determining to grant TP a...

"Foreign" Corporation Subject To NYC Tax On Sale Of Passive Holding: January 24, 2019 - Bulletin Print Report; Petitioner, ("P"), is a Delaware corporation. P's stock is owned by two entities: 96.42 percent by OLP, and 3.58 percent by QPOLP, (collectively, "POE")...

Option Granted In Connection With The Performance Of Services: January 24, 2019 - Volume 13 Issue 16 Print Report; C is an 'S' corporation operating a very successful"pay-day" loan business. D is actively involved in C's operations. In 2001, when his fo...

Rights Distribution Excluded From Gross Income: January 23, 2019 - Volume 13 Issue 15 Print Report; X corporation, (X), believed to be AT&T,issued Rights to its shareholders. Upon exercise of 35 Rights and the payment of $100 in cash, the holder will recei...

Oil Tanks Are "Immovable" Property: January 23, 2019 - Bulletin Print Report; The Collector audited TP for sales and use tax for the periods beginning December 31, 2012 and ending October 31, 2015. As a result of this audit, the Collector issued a Notice...

Kentucky Affiliated Group Not Found: January 23, 2019 - Bulletin Print Report; WA is a South Carolina corporation. It owns all of the voting power and all of the ownership interest in WFK. WFK conducts business throughout the Commonwealth of Kentucky. WFK...

Can Mastercard, Inc. Deduct Its EC Fine?: January 23, 2019 - Bulletin Print Report; The European Commission, ("EC"), has fined "the card scheme" Mastercard, Inc., ("M") over 570 million euros "for limiting the possibility for...

FDC Will Likely Undergo An "Ownership Change": January 22, 2019 - Bulletin Print Report; Fiserv, ("FISV"), and First Data Corporation, ("FDC"), announced that their boards of directors have unanimously approved "a definitive merger agreemen...

A Rental Real Estate Enterprise Can Be A Trade Or Business: January 22, 2019 - Bulletin Print Report; Sec. 199A was enacted on December 22, 2017, as part of the Tax Cuts and Jobs Act, Public Law 115-97.Congress enacted Sec. 199Ato provide a deduction to non-corporat...

Tax-Withholding Transaction Does Not Invoke Sec. 16(b): January 22, 2019 - Bulletin Print Report; WPX Energy, Inc., ("WPX"), established an Incentive Plan, (the "Plan"), that allows officers and employees to acquire or increase their equity ownership in...

The Willens Deal Survey January 2019: January 22, 2019 - The Deal Survey: January 2019 Print Report; Welcome to our summary of deals for January 2019. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database. <...

Sec. 332 Gain Is Not "An Item of Income": January 22, 2019 - Volume 13 Issue 14 Print Report; TPs elected 'S' corporation status for P Corporation, (P). TPs contributed to P all of the shares of a C Corporation, (S), they owned. P filed an election to...

Sales "To The Public" Are Taxable: January 18, 2019 - Bulletin Print Report; MGC operates corporate cafeterias throughout the Kansas City metropolitan area. The Federal Reserve Bank of Kansas City, (the "Bank"), contracted with MGC to operate...

PCG's Potential Tax Deductions: January 18, 2019 - Bulletin Print Report; We have been asked whether some sort of "public policy" doctrine or rule would prevent Pacific Gas & Electric Co., ("PCG"), from securing tax deductions...

Absence of Consent Permits Theft Loss Deduction: January 18, 2019 - Volume 13 Issue 13 Print Report; The taxpayer, (H), had a stormy relationship with her boyfriend. The relationship was marked by intimidation and physical abuse. &nb...

I.R.S. To Waive Certain Underpayment (Of Estimated Tax) Penalties: January 17, 2019 - Bulletin Print Report; Sec. 6654 of the Internal Revenue Code provides that, in the case of an individual, estimated income tax is required to be paid in four installments and the amount of any requi...

Taxpayer Not First-Time Homebuyer: January 17, 2019 - Volume 13 Issue 12 Print Report; On January 1, 2008, petitioner ("P")requested a withdrawal of $20,000 from herMorgan Stanley retirement account. P listed the KC property as the...

Inherited IRA Found To Be Exempt From Attachment: January 16, 2019 - Bulletin Print Report; MA's mother, NA, owned an IRA, and MA was designated at the "Transfer on Death" recipient. After NA passed away, MA caused a trustee-to-trustee transfer to occur...

Accrued Dividends In Redemptions: January 16, 2019 - Volume 13 Issue 11 Print Report; Plaintiff is a wholly-owned subsidiary of CEC. Plaintiff ("C") serves as the sales outlet for its parent, operating through branches scattered across the co...

Can New Disney Spin-Off The RSNs?: January 16, 2019 - Bulletin Print Report; Apparently, the Justice Department will permit New Disney to divest the regional sports networks, ("RSNs"), it will be acquiring in the Fox acquisition by means of a...

CQH's Merger With LNG Constituted A Reorganization: January 15, 2019 - Bulletin Print Report; Cheniere Energy, Inc., ("LNG"), several years ago, created CheniereEnergy Partners LP Holdings, ("CQH"), as a vehicle through which institutional inve...

"Time Phased Voting" Successfully Used In An "RMT" Transaction: January 15, 2019 - Volume 13 Issue 10 Print Report; Distributing, ("D"), conducts Business A and Business B. D has a single class of voting common stock outstanding. D also has two classes of preferred stock outstandin...

Newmont Mining Corporation "Gives Its Two Cents": January 15, 2019 - Bulletin Print Report; Newmont Mining Corporation, ("NEM"), a corporation existing under the laws of Delaware, and Goldcorp, Inc., ("GG"), a corporation existing under the laws of...

Gain Included In Sales Factor Ratio: January 15, 2019 - Bulletin Print Report; For 2011, Davis Lynch Holding Co. Inc., ("DL"), was a Texas corporation that did not conduct any direct business in the state of Louisiana, ("L"). DL owned...

Equity Method Income Included In Sales Factor Ratio: January 15, 2019 - Bulletin Print Report; Boyd Gaming Corporation, ("B"), is incorporated in Nevada. B owns two Louisiana, ("L"), subsidiaries, BK and BLR. BK owns and operates the Treasure Chest Ca...

Maxar Technologies Has "Domesticated" To The U.S.: January 14, 2019 - Bulletin Print Report; Recently, MaxarTechnologies, Inc., ("MUS"), a newly-created Delaware corporation, became the ultimate parent corporation of MaxarTechnologies, Ltd., (&quo...

How Are Service Receipts Apportioned To Texas?: January 14, 2019 - Bulletin Print Report; TP provides an online service allowing customers to search, select, and reserve spaces at airport parking facilities in both the United States and Canada. A third-party web hos...

No Change In Domicile Without Physical Presence: January 14, 2019 - Volume 13 Issue 9 Print Report; Two classes of residents for Virginia income tax purposes are domiciliary residents and actual residents, as set forth in Virginia Code Sec. 58.1-302. ...

Sec. 505 Does Not Address Tax Liabilities Of A Non-Debtor: January 11, 2019 - Bulletin Print Report; AWA, ("Debtor," or "D"), filed a petition in bankruptcy pursuant to Chapter 11 of the Bankruptcy Code onMay 30, 2013. The case was later converted to...

New York "Decouples" From Tax Cuts And Jobs Act: January 11, 2019 - Bulletin Print Report; Since New York State's individual income tax return is based on federal taxable income, the changes made by the Tax Cuts and Jobs Act, ("TCJA"), "may affect...

Some Environmental Remediation Costs Must Be Capitalized: January 11, 2019 - Volume 13 Issue 8 Print Report; X corporation, (X), owns and operates a manufacturing plant that produces property that is inventory in X's hands. X's manufacturing operations discharge haza...

Congressional Staffer's "Tax Home" Was In Washington D.C.: January 10, 2019 - Bulletin Print Report; MS was a Deputy Chief of Staff for Congressman Chip Cravaack. In a typical month, she spent 12-15 working days in Washington D.C. and 6-10 in Minnesota. On Schedule A of the Fo...

Minor Children and the "548 Day Rule": January 10, 2019 - Volume 13 Issue 7 Print Report; P is a New York domiciliary who intends to live and work in a foreign country. P is married and has one minor child but hewill be legally separated from his spo...

Liquidation Of Sears Holdings Corporation Will Produce Capital Losses: January 9, 2019 - Bulletin Print Report; Apparently, the odds have substantially increased that Sears Holdings Corporation, ("SHC"), will not be reorganized but, instead, will be completely liquidated in a t...

Capital Loss Not "Sourced" In New York: January 9, 2019 - Volume 13 Issue 6 Print Report; Petitioner (P) was a resident of Colorado in 2005. He filed a New York State nonresident and part-year resident personal income tax return. &nbs...

Voluntary Surrender Of Stock By A "Dominant" Shareholder: January 8, 2019 - Bulletin Print Report; On December 27, 2018, Mr. EddieLampert, of ESL Investments, Inc., "returned to Sears Holdings Corporation, ("SHC"), 1,327,137 shares of common stock of the...

Fox Corporation Files Form 10--Spin-Off Tax Treatment Remains Murky: January 8, 2019 - Bulletin Print Report; The Form 10 for Fox Corporation, ("New Fox"), was filed yesterday. The filing describes in detail the first part of the Walt Disney Co./Twenty-FirstCentury Fox,...

Form and Substance in Sec. 332: January 8, 2019 - Volume 13 Issue 5 Print Report; Minority shareholders owned 25 percent of the stock of X Corporation, (X). The remaining 75 percent of the stock was owned by Y Corporation, (Y). Y desired to liquida...

BMY Will Acquire CELG: January 7, 2019 - Bulletin Print Report; Bristol-Myers Squibb Co., ("BMY"), and Celgene Corporation, ("CELG"), announced that they have entered into a definitive merger agreement in connection with...

Does Sec. 1234A Apply To CVRs?: January 7, 2019 - Bulletin Print Report; The transaction in which Bristol-Myers Squibb, Co.,("BMY"), will acquire all of the stock of CelgeneCorporation, ("CELG"), features, as an integ...

Dividends on Nonvoting Stock Carry Foreign Tax Credits: January 7, 2019 - Volume 13 Issue 4 Print Report; X is a domestic corporation. Y is a foreign corporation organized under the laws of Country Z. Y will have two classes of stock, voting and nonvoting. All shares of s...

Conversion Ratio Alterations Have Tax Consequences: January 4, 2019 - Bulletin Print Report; On August 9, 2018, Microchip Technology, Inc. declared a quarterly cash dividend to the holders of its common stock in the amount of $0.364 per share. As a result of the declar...

Malt Product Properly Taxed At "Wine" Rates: January 4, 2019 - Bulletin Print Report; P is a malt based beverage alcohol product which C1 manufactures in Illinois. In 2010, the Food and Drug Administration, ("FDA"), acknowledged that P is a "malt...

Sec. 269 Does Not Deny Statutory Benefits: January 4, 2019 - Volume 13 Issue 3 Print Report; Husband and Wife have operated a hog farm since 1949. On January 1, 1988, Husband, Wife, and Son (TPs)exchanged their dwellings, automobiles, crops and farming...

Farmer Not "Agent" Of The Federal Government: January 3, 2019 - Bulletin Print Report; APP purchased sheet metal for a feed barn that was constructed on its farmland. The feed barn will be employedby APP to feed meat producing cattle and store excrement for...

Has ESL Investments Given Up On Acquiring Sears' NOLs?: January 3, 2019 - Bulletin Print Report; On December 28, 2018, ESL Investments, Inc., the vehicle controlled by the legendary investor Eddie Lampert, floated a revised proposal for the acquisition of Sears Holdings Co...

Fiduciaries Can Execute "Triple Eye" Agreements: January 3, 2019 - Volume 13 Issue 2 Print Report; X corporation, (X), has outstanding a single class of commonstock 1/2 of which was owned by a father and the other 1/2 by his son. Under the constructive owners...

AMT Credits Will Provide Cash Infusions Beginning In 2019: January 2, 2019 - Bulletin Print Report; One of the lesser known elements of the Tax Cuts and Jobs Act, ("TCJA"), was the outright repeal, for corporate taxpayers, of the Alternative Minimum Tax for taxable&...

Wal-Mart.com Is A "Dealer" Responsible For Sales Tax: January 2, 2019 - Bulletin Print Report; Wal-Mart.com USA, LLC, ("W"), operates an online marketplace, (the "M"), where it, along with third-party retailers, sell their goods. W sells inventory it...

Qualified Plan Not a "Conduit" Entity: January 2, 2019 - Volume 13 Issue 1 Print Report; In 1990, L established a defined-benefit plan which he converted in 1996 into a profit-sharing plan, both of which were qualified plans under Sec. 401 of the Internal...

Payments To Local Governments May Be Deducted Under Sec. 162: December 31, 2018 - Bulletin Print Report; Sec. 162(a) of the Internal RevenueCode allows a deduction for all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade o...

Extinguishment Of "Forgivable" Loan Produces Ordinary Income: December 31, 2018 - Bulletin Print Report; Robert A. Connell, ("C"), has been a financial adviser since 1974. In 1980, C joined Smith Barney, remaining there until 2009. By 2009, C and his team had assets unde...

Dell Technologies Completes The "Class V" Transaction: December 31, 2018 - Bulletin Print Report; On December 28th, Dell Technologies, Inc., ("DTI") announced "the successful completion of the Class V transaction following approval of the transaction by its s...

Related Party Exchange Not Obscured by Presence of "QI": December 31, 2018 - Volume 12 Issue 250 Print Report; Dealer, (D), sells a certain type of equipment at retail. Taxpayer, (TP), leases that sametype of equipment to unrelated customers. TP and D are related parties...

Court Calculates "QEZE" Credits Of 'S' Corporation Shareholder: December 28, 2018 - Bulletin Print Report; PCC is an 'S' corporation. PCC constructs commercial buildings, primarily in New York and Virginia. It was certified as a qualified empire zone enterprise, ("QEZE&...

Taxpayer Denied Dependency Exemptions and Child Tax Credits: December 28, 2018 - Volume 12 Issue 249 Print Report; The taxpayer, (P), was married to MS until March 17, 2005. P and MS had two children, MMS and MAS, who were born in 2000 and 2002, respectively. On March 17, 2005, P...

Inventory Liquidation Proceeds Can Be Distributed in Partial Liquidation: December 27, 2018 - Volume 12 Issue 248 Print Report; X operated a full line department store which offered a comprehensive selection of brand merchandise and a number of services, and also offered a variety of credit ar...

New Jersey's "MLP Fee" Is Constitutional: December 27, 2018 - Bulletin Print Report; Under the Gross Income Tax ("GIT") Act, an entity classified as a partnership for federal income tax purposes is required to file an informational return showing all...

Wash Sale Considerations For Year-End Tax Loss Sellers: December 26, 2018 - Bulletin Print Report; The market's swoon has left many investors with unrealized losses that, if they were recognized, could shelter from taxation capital gains recognized earlier in the year. (...

New Jersey's Enlightened Approach To "GILTI" And "FDII": December 26, 2018 - Bulletin Print Report; The Tax Cuts and Jobs Act, ("TCJA"), (P.L. 115-97), was signed into law by President Trump on December 22, 2017. The TCJA added Sec. 951A and Sec. 250 to the Internal...

Express Scripts/Cigna...One More Thing: December 26, 2018 - Bulletin Print Report; New Cigna, (NC), recently completed its "double dummy" acquisition of the stock of Old Cigna, (OC), and Express Scripts, (ES). NC, through the mechanism of twin rever...

'S' Election Constitutes "Reasonably Equivalent Value" For a Transfer: December 26, 2018 - Volume 12 Issue 247 Print Report; N is a Georgia corporation that operated approximately 150 Waffle House restaurants in Georgia, Florida, and Virginia. On March 1, 1991, S, a shareholder of N, execut...

T-Mobile's "Outside Plant" Is Taxable Real Property: December 24, 2018 - Bulletin Print Report; T-Mobile, ("TM"), owns large cellular datatransmission equipment that it has installed on the exterior of buildings in Mount Vernon, New York. The installations...

Perrigo Co. plc Hit With Irish Tax Assessment: December 24, 2018 - Bulletin Print Report; EP, a subsidiary of Perrigo Co. plc, will file an appeal with the Irish Tax Appeals Commission regarding a Notice of Assessment issued to EP by "Irish Revenue." The N...

Training Costs Are Deductible: December 24, 2018 - Volume 12 Issue 246 Print Report; Sec. 162 and Reg. Sec. 1.162-1(a) allow a deduction for all the ordinary and necessary expenses paid or incurred during the taxable year in carrying on any trade or b...

Foreign Partners Taxed On Disposition Of U.S. Partnership Interests: December 21, 2018 - Bulletin Print Report; The Tax Cuts and Jobs Act, ("TCJA"), added Sec. 864(c)(8) to the Internal Revenue Code. That section effectively overturns the taxpayer-friendly decision handed down...

Express Scripts And Cigna Engage In A "Double Dummy" Transaction: December 21, 2018 - Bulletin Print Report; Cigna Corporation, ("CC"), has finally completed its businesscombination with Express Scripts Holding Co., ("ESH"), effective December 20, 2018. The t...

"Dormant" License Used In The Regular Course Of Business: December 21, 2018 - Bulletin Print Report; Y and Y's wholly-owned subsidiaries are telecommunications companies headquartered outside of the State of Michigan that provide "landline and wireless services."...

Personal Service Contracts and PHCs: December 21, 2018 - Volume 12 Issue 245 Print Report; M is engaged in the business of music recording. M has issued and outstanding 1,020 shares of common stock and each of M's six individual shareholders own 170 sha...

Withholding Tax Should Not Be Imposed On The "New Fox" Distribution: December 20, 2018 - Bulletin Print Report; The Fox/Disney transaction features a substantial distribution, by Fox, to its shareholders with respect to its stock. The question has arisen whether, with respect to foreign...

Use Of Private Vehicles Permitted By P.L. 86-272: December 20, 2018 - Bulletin Print Report; Is delivery of tangible personal property via private vehicles, instead of a common carrier, considered a protected activity under P.L. 86-272? The answer is yes. P.L. 86-272 s...

Extracted Asset Not Part of the Consideration Received For Stock: December 20, 2018 - Volume 12 Issue 244 Print Report; For many years prior to December 20, 1955, petitioner (P) owned and controlled all of the 8,243 outstanding shares of stock of W-M....

The Willens Deal Survey December 2018: December 19, 2018 - The Deal Survey: December 2018 Print Report; Welcome to our summary of deals for December 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company name in our database....

"MFP" Payments Are To Be Included In Gross Income: December 19, 2018 - Bulletin Print Report; The United States Department of Agriculture, ("USDA"), "Trade Aid Package" is a temporary assistance program designed to assist farmers who experience a fin...

"Sale-For-Resale" Exception Not Met: December 19, 2018 - Bulletin Print Report; P is a single-member limited liability company. P's sole member is M. The president of M is S. In December 2011, P purchased an aircraft from an Indiana-based vendor for $1...

Futures Contracts Generate RIC Qualifying Income: December 19, 2018 - Volume 12 Issue 243 Print Report; Fund, (F), intends to file an election to be taxed as a regulated investment company (RIC). F's objective is to achieve broad equity exposure while reducing risk...

DISC Commission Payments Are Not Constructive Dividends: December 18, 2018 - Bulletin Print Report; The tax code allows companies to avoid corporate tax on export income up to four percent of gross export receipts, by paying that amount as tax-deductible commissions to a DISC...

Gifts Deemed Made In Contemplation Of Death: December 18, 2018 - Bulletin Print Report; In 2001, C executed a last will and testament. In 2012, $5.1 million was transferred by her. A federal gift tax return was prepared for 2012. Almost all of the $5.1 million was...

Son's Purchase Does Not Cause Acquisition Of Prohibited Interest: December 18, 2018 - Volume 12 Issue 242 Print Report; A and his son, B, each owned 50 percent of the stock of a corporation since the date of its incorporation. The corporation re...

"RBIGs" Can Arise Even When The Asset Is Not Disposed Of: December 17, 2018 - Volume 12 Issue 241 Print Report; Sec. 382 of the Internal Revenue Code provides that, after an "ownership change," the amount of a loss corporation's taxable income for any post-change year that...

CVS Health Corp. Completes Its Acquisition Of Aetna, Inc.: December 17, 2018 - Bulletin Print Report; On November 28, 2018, CVS Health Corporation, ("CVS"), completed its historic acquisition of Aetna, Inc., ("AET"). The transaction was structured as a "...

The "Individual Mandate" Is Ruled To Be Unconstitutional: December 17, 2018 - Bulletin Print Report; The Affordable Care Act, ("ACA"), was signed intolaw by President Obamaon March 23, 2010. The ACA established a requirement to maintain "minimum esse...

Are AABA And BABA Substantially Identical?: December 14, 2018 - Bulletin Print Report; Investors who purchased shares in Alibaba Group Holding, Ltd., ("BABA"), within the last six months or so will probably have sustaineda "paper" loss w...

Taxable "Employment Service" Not Provided: December 14, 2018 - Bulletin Print Report; In a 2003 contract, S agreed to "furnish, manage and supervise" supplemental staffing to KK's parent company, a division of M. In October 2009, M and S entered in...

"Covered Transactions": December 14, 2018 - Volume 12 Issue 240 Print Report; On Date 5, the following steps were taken to effectuate the merger transaction (the "Transaction"): (1) C1 formed P, and P formed Sub 1 and Sub 2; (2) Sub 1...

Debtor's "Managed" I.R.A. Exempt From Creditors' Claims: December 13, 2018 - Bulletin Print Report; P was employed by Charles River Associates, ("CRA"), from July 22, 2015 to May 15, 2016. Upon termination of P's employment, CRA made a demand that P return a sum...

Dell Shareholders Overwhelmingly Approve The "Class V Transaction": December 13, 2018 - Bulletin Print Report; Dell Technologies, Inc., ("DTI"), has several classes of stock outstanding. It has 409.5 million Class A common shares outstanding; 136.9 million Class B common share...

Rents and Royalties Not Passive Investment Income: December 13, 2018 - Volume 12 Issue 239 Print Report; Company, (C), elected to be an 'S' corporation, effective on Date "B." C has C corporation earnings and profits. C owns and operates radio stations...

Out-Of-State Delivery Does Not Avoid Imposition Of Sales Tax: December 12, 2018 - Bulletin Print Report; R is an Indiana corporation that owns and operates an RV dealership. Many of its sales happen online. In typical online sales, once the parties agree on a price, R sent a purch...

Prohibited Transaction Ends IRA Deferral: December 12, 2018 - Volume 12 Issue 238 Print Report; In 2001, F identified AFS as an "attractive business opportunity." F and P engaged B to assist in structuring the purchase of AFS's assets. B presented...

Sec. 338(h)(10) Election Leads To Partial Liquidation: December 11, 2018 - Volume 12 Issue 237 Print Report; S is a closely-held corporation that has a single class of stock outstanding. S has directly engaged in a variety of businesses, and before 1996, Business C and Busin...

TVTY To Acquire NTRI: December 11, 2018 - Bulletin Print Report; Tivity Health, Inc., ("TVTY"), and Nutrisystem, Inc., ("NTRI"), announced that they have entered into a definitive agreement under which TVTY"wil...

Five-Factor Allocation Formula Cannot Be Justified: December 11, 2018 - Bulletin Print Report; Plaintiff, ("P"), is a financial services company headquartered in Mt. Laurel, New Jersey. It is a wholly-owned subsidiary of Canon U.S.A., Inc., ("CUSA"),...

Altria Group, Inc. To Invest In Cronos Group, Inc.: December 10, 2018 - Bulletin Print Report; Altria Group, Inc., ("AGI"), announced recently that it has entered into an agreement to acquire newly-issued shares in Cronos Group, Inc., ("CGI"), &...

Louisiana's Tax Credit System Is Unconstitutional: December 10, 2018 - Bulletin Print Report; TPs own an interest in several LLCsand 'S' corporations, (the "Pass-Through Entities"), that transact business in Texas, Arkansas, and Louisiana. TPs pa...

Electronic Version Of A Book Not QPP: December 10, 2018 - Volume 12 Issue 236 Print Report; TP is a publisher of books. TP's activities with respect to its books allow TP to create an electronic version of a book....

ESL Is Proposing A 'G' Reorganization For Sears: December 7, 2018 - Bulletin Print Report; Funds affiliated with ESL Investments, ("ESL"), not surprisingly, have made an "Indicative Bid" to extricate Sears Holdings Corporation, ("Sears")...

Adjustment of Option Terms Not a "Modification": December 7, 2018 - Volume 12 Issue 235 Print Report; Corporation, (C), owns approximately "X%" of the common limited partnership units of PS and also owns preferred units of PS. C elected to be taxed as a REIT...

Pell Grants Are "Nontaxable Scholarships": December 6, 2018 - Bulletin Print Report; In 2014, Charles and Anita Waters, ("W"), applied for, and eventually received, a property tax refund which was predicatedentirely upon the "household inco...

Notice of Deficiency Valid But Motion To Dismiss Granted: December 6, 2018 - Volume 12 Issue 234 Print Report; Petitioner, (P), was incorporated in California on April 2, 1986. The California Franchise Tax Board suspended the powers, rights, and privileges of P on March 1, 200...

Tribune Media Co. To Be Acquired By Nexstar Media Group, Inc.: December 5, 2018 - Bulletin Print Report; It appears that Tribune Media Company, ("TMC"), has now found a home. On November 30, 2018, TMCentered into an Agreement and Plan of Merger in connection with w...

Working Capital Can Be Distributed In Partial Liquidation: December 5, 2018 - Volume 12 Issue 233 Print Report; M corporation, (M), was actively engaged in conducting a wholesale appliance distributorship and an outlet for the retail sale of appliances for more than 30 years.

Charge Based On Energy Cost Savings Is "Qualifying" Rent: December 4, 2018 - Bulletin Print Report; TP has elected to be taxed as a real estate investment trust, ("REIT"), under Secs. 856 through 859.TP's activities primarily occur through Operating Partne...

Statute Of Limitations Withstands Constitutional Challenge: December 4, 2018 - Bulletin Print Report; MK worked for Entergyin New York, and he received stock options as part of his compensation. The Ks were relocated to Mississippi, ("M"), in May 2007. The Ks ti...

TESARO Will Have Undergone Multiple Ownership Changes: December 4, 2018 - Bulletin Print Report; GlaxoSmithKline, plc, ("GSK"), and TESARO, Inc., ("T"), have entered into a definitive agreement pursuant to which GSK(through a lower-tier subsidiary...

Divorced Father Not Entitled To Dependency Exemption Deductions: December 4, 2018 - Volume 12 Issue 232 Print Report; S was married to JP, and they had three minor children, M, W, and L. They divorced in 2003. The family court's "Judgment of Absolute Divorce" provided t...

U.S.'s Largest Marijuana Dispensary Denied Tax Deductions: December 3, 2018 - Bulletin Print Report; Under federal law, marijuana, ("M"), is a "Schedule I controlled substance." This means that, under federal law, the manufacture, distribution, dispensation...

CPLP Will Engage In The Partnership Version Of An "RMT" Transaction: December 3, 2018 - Bulletin Print Report; Capital Product Partners, L.P., (CPLP), and DSS Holdings L.P., ("DSS"), a privately held company...have entered into a definitive transaction agreement pursuant to wh...

No Need To Waive Family Attribution: December 3, 2018 - Volume 12 Issue 231 Print Report; X corporation, (X), has outstanding one class of stock consisting of 100 shares of votingcommon stock. Mr. A owned 30 shares and held positions as president and...

Pan American Silver's Plan Of Arrangement Will Be A Reorganization: November 30, 2018 - Bulletin Print Report; As previously reported, Pan American Silver Corporation, ("P"), and Tahoe Resources, Inc., ("T"), both Canadian corporations, have entered into a definitive...

Deemed Paid Foreign Tax Credits On Dividends From Lower-Tier Subs: November 30, 2018 - Volume 12 Issue 230 Print Report; A domestic corporation, P, owns all of the outstanding voting stock of foreign corporation, S1, which, in turn, owns 50 percent of the outstanding voting stock of for...

Retroactive Application Of Tax Law Amendments Was Constitutional: November 29, 2018 - Bulletin Print Report; Petitioner is a power producer that owns and operates power plants. Petitioner is the sole owner and sole member of OHP, LLC, the entity that owns and operates "the Plant....

Trust Found To Materially Participate In Loss Business: November 29, 2018 - Volume 12 Issue 229 Print Report; CT is a testamentary trust established in 1986 under the Last Will and Testament of MKC. F has been the trustee of CT since 1984. The Carter Ranch ("ranch")...

I.R.S. Unveils "Interest Disallowance" Regulations: November 28, 2018 - Bulletin Print Report; One of the signature elements of the Tax Cuts and Jobs Act was the replacement of relatively mild "earnings stripping" rules with a provision that would be much more...

Transfer of Warrants Not Governed By Sec. 83: November 28, 2018 - Volume 12 Issue 228 Print Report; MK is an investment banker and an 87 percent shareholder of ST. KP is a partnership. MK is the sole general partner with a one percent interest. The remaining interes...

UTX Will Separate Its Businesses Via Tax-Free Spin-Offs: November 27, 2018 - Bulletin Print Report; United Technologies Corporation, ("UTX"), announced the completion of the acquisition of Rockwell Collins, Inc., (COL), and, perhapsmore importantly, the compan...

Amusement Device Is An Inherently Permanent Structure: November 27, 2018 - Volume 12 Issue 227 Print Report; BI isa South Carolina corporation with its principal place of business in Virginia. BI is an 'S' corporation. I...

Massachusetts Follows Rev. Rul. 99-5: November 27, 2018 - Bulletin Print Report; In 2006, the appellant and a partner, ("P2"), utilized a lower-tier, disregarded entity, ("S"), to purchase a building located in Quincy, Massachusetts. S w...

United Technologies Poised To Complete Rockwell Collins Deal: November 26, 2018 - Bulletin Print Report; It appears that the last regulatory hurdle has now been cleared and the United Technologies/Rockwell Collins transaction will be consummated within the next few business days....

Relocation Benefits Excluded From Taxable Compensation: November 26, 2018 - Bulletin Print Report; Railroads and their employees are not part of the Social Security system and do not participate in the FICA taxes that fund Social Security. Instead, Congress has established a...

Sec. 351 Is Mandatory: November 26, 2018 - Volume 12 Issue 226 Print Report; Appellants, in 1971, were all shareholders in LC. Appellants B and C were also shareholders in W, each owning 44.44 percent of the stock of that corporation. <...

Settlement For "Lost Profits" Included In Nonresident's New York Income: November 23, 2018 - Bulletin Print Report; Petitioner was a member of RLLC, an insurance company that did business in New York. In 1999, he assigned his interest in RLLC to his wife, M. This assignment resulted in litig...

The Cincinnati Reds Are Not Liable For Use Tax On Bobbleheads: November 23, 2018 - Bulletin Print Report; Major league baseball "has experienced challenges in getting fans to attend games." One enticement is the opportunity to receive unique merchandise--such as bobblehea...

The "All E&P Amount": November 23, 2018 - Volume 12 Issue 225 Print Report; On Date D, ACQ contributed ACQ stock to S1. T1 and T2 were domestic corporations owned by P. T1 and T2 each transferred substantially all of their assets and liabilit...

Entity Engaged In Mortgage Servicing Is Not A "Financial Corporation": November 21, 2018 - Bulletin Print Report; The taxpayer, ("TP"), is a specialty financial services company focused on originating, purchasing, selling, and servicing U.S.residential mortgage loans. TP ac...

A "Rebate" Can Lead To a Forfeiture of RIC Status: November 21, 2018 - Volume 12 Issue 224 Print Report; R and S are eachregulated investment companies (RICs). During 1973, R entered into an investment advisory contract agreement with X, an investment adviser, unde...

The Willens Deal Survey November 2018: November 20, 2018 - The Deal Survey: November 2018 Print Report; Welcome to our summary of deals for November 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...

Donation of Sec. 1250 Property: November 20, 2018 - Volume 12 Issue 223 Print Report; TP is a State 1 corporation. TP owns certain improved real property (the "B Property"). The B Property contains certain depreciable real property that is &q...

Kerosene Used In "Commercial Aviation" Is Taxed At Lower Rates: November 20, 2018 - Bulletin Print Report; The issue is whether kerosene used in a flight subject to tax under Sec. 4261 or Sec. 4271, ("air transportation taxes"), is taxed at the commercial or noncommercial...

Indiana "URT" Not Deductible In Massachusetts: November 20, 2018 - Bulletin Print Report; Appellant conducted a natural gas distribution operation in Massachusetts and was subject to the Massachusetts corporate excise. Two of the affiliates included in the appellant...

Colfax To Benefit From DJO Global's NOLs: November 20, 2018 - Bulletin Print Report; Colfax Corporation, ("CFX"), announced that it has entered into a definitive agreement to acquire DJO Global, Inc., ("DJO"), "from private equity funds...

I.R.S. Concessions Should Reduce Borrowing Costs: November 19, 2018 - Bulletin Print Report; A U.S. shareholder of a controlled foreign corporation, ("CFC"), is required to include in its gross income "the amount determined under Sec. 956" with resp...

PAAS To Issue CVRs To The TAHO Shareholders: November 19, 2018 - Bulletin Print Report; One of the more interesting deals we have encountered will involve two Canadian mining corporations who are seeking to join forces. Thus, Pan American Silver Corporation, (&quo...

AAPL's Sales Tax Deficiency Is Upheld: November 19, 2018 - Bulletin Print Report; In 2011, the MAC App Store, ("MAS"), was launched. In order to raise awareness of the MAS, Apple, Inc., ("P"), offered a Back to School, ("BTS"),...

Purchase of "Primary" Shares Does Not Spoil a 'B' Reorganization: November 19, 2018 - Volume 12 Issue 222 Print Report; X Corporation, (X), acquired all of the outstanding stock of unrelatedY Corporation, (Y), from the shareholders of Y, in exchange for voting stock of X. X was i...

Gift Of Option Not a "Disposition" Thereof: November 16, 2018 - Volume 12 Issue 221 Print Report; TP is employed by X Corporation, (X). In 1992, X adopted a stock ownership incentive plan (the "Plan"). Under the Plan, the compensation committee of the Bo...

Sec. 304 Will Rarely Turn A Capital Gain Into A Dividend: November 16, 2018 - Bulletin Print Report; Certain recent deals, including the landmark Disney/Fox transaction and the Takeda/Shire transaction, have been structured as acquisitions by the acquiring corporation of the s...

Dell Sweetens Its Offer For Its Class V Stock: November 16, 2018 - Bulletin Print Report; Some of the most prominent and successful investors in the country have exerted pressure on Dell Technologies, Inc., ("DTI") to sweeten the terms of its so-called &qu...

IPO And Mergers Produce "Global" Sec. 351 Transaction: November 15, 2018 - Volume 12 Issue 220 Print Report; ACQ was formed in Year 1 as a State A corporation. Its goal was to become "a leading consolidator and operator of Business 1 and Business 2." &nbs...

Taxpayer Did Not Conclusively Abandon His Virginia Domicile: November 15, 2018 - Bulletin Print Report; In the state of Virginia, as in most states, two classes of "residents" exist--a "domiciliary" resident and an "actual" (or statutory) resident, a...

Is Altaba Planning To Completely Liquidate?: November 15, 2018 - Bulletin Print Report; It is now, based on our informal survey, generally believed that Altaba, Inc., ("AABA"), is headed towards a complete liquidation; and that the possibility of engagin...

G.E. To Sell Down Its BHGE Stake: November 14, 2018 - Bulletin Print Report; Baker Hughes, a GE company, ("BHGE") announced that General Electric Company, ("GE"), BHGE's principal shareholder, has commenced a secondary offering o...

Permanent and Total Disability: November 14, 2018 - Volume 12 Issue 219 Print Report; Under certain circumstances, Virginia Code Sec. 58.1-322(C)(4)(b) provides an individual income tax subtraction for up to $20,000 of "disability income" as...

Deemed Repatriation Under Sec. 965 Excluded From Sales Factor: November 14, 2018 - Bulletin Print Report; The question presented is "can sales factor representation" be given to accumulated post-1986 deferred foreign income of foreign corporations included in federal taxa...

State Taxes Are Deductible In Kentucky (For Corporate Taxpayers): November 14, 2018 - Bulletin Print Report; The Kentucky Department of Revenue has issued a "technical advice memorandum" regarding the deductibility of "state" taxes. For the most part, with some not...

Sec. 351 Is Not Elective: November 13, 2018 - Volume 12 Issue 218 Print Report; G is an individual who for many yearshad been engaged in the typesetting and composition business. In April, 1950, several ofG's employees organized C...

Right To Receive "Brownfield" Credits Is A "Receivable": November 13, 2018 - Bulletin Print Report; The taxpayer, ("TP"), will elect to be taxed as a real estate investment trust, ("REIT"). TP is the sole member of Subsidiary, a disregarded entity. Charity...

Sales Of "Standardized" Software Are Subject To Sales Tax: November 13, 2018 - Bulletin Print Report; Citrix Systems, Inc., ("C"), is a publicly traded Delaware corporation that did business in Massachusetts, ("M"), during the periods at issue. The tax at is...

Takeda's Taxable Acquisition Of Shire: November 12, 2018 - Bulletin Print Report; Takeda has published the "scheme document" in connection with its acquisition of Shire. The acquisition is to be implemented by way of a Court-sanctioned "scheme...

A Parent And Its FSC Are Not "The Same Taxpayer": November 12, 2018 - Bulletin Print Report; Interest accrues at a higher rate on corporate taxpayers' underpayments than on their overpayments. In 1996, Congress enacted Sec. 6621(d)--"To the extent that, for an...

When Does a Redemption Occur?: November 12, 2018 - Volume 12 Issue 217 Print Report; B owned 37.5 of 50 outstanding shares of stock in A. Sometime during 1966, B representatives and the other A shareholder reached an agreement by which B would surrend...

WGP To "Roll Up" WES: November 12, 2018 - Bulletin Print Report; Western Gas Partners, L.P., ("WES"), and Western Gas Equity Partners, L.P., ("WGP"), announced that they have entered into a merger agreement pursuant to wh...

Disregarded Entity Found To Be A Member Of An Affiliated Group: November 9, 2018 - Bulletin Print Report; The taxpayer provided administrative services to insurersof extended service contracts. The taxpayer was a limited liability company, ("LLC"), and a "disre...

Metal Contracts Not Investment Capital: November 9, 2018 - Volume 12 Issue 216 Print Report; A was in the business of providing financial advisory services, including a newsletter, to its clients. A frequently invested for its own account in various securitie...

ZAYO To Engage In A "Taxable" Spin-Off: November 8, 2018 - Bulletin Print Report; ZayoGroup Holdings, Inc., ("ZAYO"), announced that it plans "to separate into two publicly traded corporations: one to focus on providing core communicatio...

Country Music Venue Not Operated For Profit: November 8, 2018 - Bulletin Print Report; JF, together with her husband, bought a music venue called Bell Cove, ("BC"), in 1986. They operated BC until JF's husband died in 1999. JF re-opened BC in 2008....

ESOP Fails To Meet Minimum Coverage Requirement: November 8, 2018 - Volume 12 Issue 215 Print Report; AZ was a surgeon and was the sole owner of GG. Aside from AZ, GG employed five other people. In late 1998, AZ acquired 100 percent of the stock of PSS, a new 'S' corpor...

LL.M. Expenses Not Deductible: November 7, 2018 - Bulletin Print Report; Petitioner, ("P"), earned his law degree from CU, in Spain, in September 2006. That same month he began working as a full-time associate at the Madrid office of PwC....

Taxpayer Not Bound By Form: November 7, 2018 - Volume 12 Issue 214 Print Report; Petitioner, (P), and his brother, W, each owned 50 percent of the outstanding stock in RBB and RIC (the "corporations"). &...

Income From Covered Call Options Is Business Income: November 6, 2018 - Volume 12 Issue 213 Print Report; Petitioner, an investment company, computed its New York State franchise tax report for the fiscal year ending February 28, 1981 on the basis of its allocated busines...

Qui Tam Action Founders On "Tax Bar": November 6, 2018 - Bulletin Print Report; Appellant initiated a qui tam action under the Minnesota False Claims Act, ("MFCA"), alleging that respondents have intentionally failed to pay fee...

Yoga Classes Constitute "Physical Fitness Services": November 6, 2018 - Bulletin Print Report; Taxpayer, ("TP"), runs three exercise gyms in downtown Seattle, Washington. TP reports all of its income from its "Fitness Classes" under the "service...

Encana's Stock Will Be Taxable To Newfield's Shareholders: November 5, 2018 - Bulletin Print Report; Encana Corporation, ("ECA"), a Canadian corporation, and NewfieldExploration Company, ("NFX"), announced that they have entered into a definitive agre...

Sales Pursuant To Liquidation Plan Not "Prohibited Transactions": November 5, 2018 - Bulletin Print Report; The taxpayer, ("TP"), is a real estate investment trust, ("REIT"). JV holds "a%" of the stock of TP. TP owns PortfolioA. PortfolioA co...

When Does A Trust "Materially Participate": November 5, 2018 - Volume 12 Issue 212 Print Report; Trust A and Trust B are complex trusts that were each created on Date 1. Each owned an interest in X, an 'S' corporation. A owns the remaining interests in X....

GameStop's Trade-Ins Not Excluded From Sales Tax: November 2, 2018 - Bulletin Print Report; GameStop Corporation, ("GS"), is a retailer of new and used video game software, hardware, and accessories.... GS offers its customers a trade-in program in which a c...

The Mixture Credit Is Not A "Payment" Of Excise Tax: November 2, 2018 - Bulletin Print Report; Since 1932, the United States has imposed an excise tax on various types of fuel, including gasoline. Under Sec. 4081 of the Code, the United States imposes an excise tax on th...

Accounting For Franchise Termination Payments: November 2, 2018 - Volume 12 Issue 211 Print Report; TP is a U.S. corporation and a subsidiary of P. On Date 2, TP entered into a franchise agreement with PR, the predecessor in interest to F, whereby PR acquired exclus...

BHP Billiton's Historic Distribution: November 1, 2018 - Bulletin Print Report; BHP Billiton Limited, ("BHP"), recently disposed of its "Onshore US assets" in a transaction in which it realized net proceeds of approximately $10.4 billio...

I.R.S. Will Allow "Deemed" Dividends To Enjoy A DRD: November 1, 2018 - Bulletin Print Report; Before the Revenue Act of 1962, "U.S. shareholders" of controlled foreign corporations, ("CFCs"), were sitting pretty. They were not subject to U.S. tax on...

Debt of Corporation "To The Shareholder": November 1, 2018 - Volume 12 Issue 210 Print Report; ER is an electing "small business corporation" under Subchapter S of the Internal Revenue Code. TP owns 2/3 of the stock of ERfor which he paid $20,00...

Offer In Compromise Requires Forfeiture Of Loss Carryovers: November 1, 2018 - Bulletin Print Report; Petitioner, ("P"),and his wife submitted an "Offer in Compromise," ("OIC"), to the New York State Department of Taxation and Finance, (the &...

Intellectual Property Is Not Tangible Personal Property: October 31, 2018 - Bulletin Print Report; Sec. 7202 of the Pennsylvania Tax Reform Code of 1971, (the "Code"), provides--(a) There is hereby imposed upon each separate sale at retail of tangible personal prop...

CHK Will Acquire WRD: October 31, 2018 - Bulletin Print Report; Chesapeake Energy Corporation, ("CHK"), and WildHorse Resource Development Corporation, ("WRD"), announced that CHK"has entered into a definitive...

Fantasy Sports Contests Ruled Unconstitutional In New York: October 31, 2018 - Bulletin Print Report; A group of plaintiffs, "who have gambling disorders," brought an action in New York State's Supreme Court requesting that Chapter 237 of the Laws of 2016 of the S...

Sec. 1031 "Identification Letter" Not Timely Delivered: October 31, 2018 - Volume 12 Issue 209 Print Report; After selling certain property in 2003, the Ss purchased additional properties, including the MRP. The Ss claimedthat the transactions were part of a tax deferred exchang...

Taxation Of Benefits Flowing From A "Split-Dollar" Arrangement: October 30, 2018 - Bulletin Print Report; Petitioners, the Ms, were the sole shareholders of MI, an 'S' corporation. JM was also an employee of MI. In 2002, MI adopted the "Sterling Benefit Plan." Pur...

I.B.M./Red Hat--Accounting For Deferred Revenue: October 30, 2018 - Bulletin Print Report; International Business Machines Corporation, ("IBM"), and Red Hat, Inc., ("RHI"), have, as everyone is now aware, entered into a definitive agreement pursua...

Bank Denied An NOL Deduction: October 30, 2018 - Bulletin Print Report; In 2010, NBSC merged with CBT and was renamed SB, ("P"). CBT reported net operating losses ("NOLs") for 2009; NBSCreported NOLs for 2009 and 2010; and...

An "In-House" Qualified Stock Purchase: October 30, 2018 - Volume 12 Issue 208 Print Report; P is the common parent of a consolidated group that conducts a number of businesses, including Business A. S1 is a domestic corporation, 99 percent of the stock of wh...

Office Not A "Permanent Place Of Abode": October 29, 2018 - Bulletin Print Report; Petitioner, ("P"), and his wife are domiciled in Washington D.C. P is an executive with a New York-based investment management firm that maintains offices on Long Isl...

Incidental Revenue Included In The "TPT" Tax Base: October 29, 2018 - Bulletin Print Report; RTSwas engaged in the business of renting traffic control equipment for use at construction sites and other locations. At times, RTSalso provided traffic control pe...

Some Call Options (Received in a Reorganization) Constitute "Boot": October 29, 2018 - Volume 12 Issue 207 Print Report; M Corporation, (M), owned seven percent of the outstanding commonstock of Y Corporation, (Y). All of M's preferred stock, which was non-convertible (into co...

More "CVRs": October 26, 2018 - Bulletin Print Report; Another deal in the healthcare space is using "contingent value rights," ("CVRs"), to provide the selling shareholderswith additional consideration, b...

Invesco Will Acquire Oppenheimer From MMLIC: October 26, 2018 - Bulletin Print Report; Invesco, Ltd., ("IVZ"), has announced an agreement to acquire, from Massachusetts Mutual Life Insurance Company, ("MMLIC"), Oppenheimer Acquisition Corporat...

Abandoning a Partnership Interest--Is the Loss Capital or Ordinary?: October 26, 2018 - Volume 12 Issue 206 Print Report; PRS is a general partnership in which A, B, and C were equal partners. During 1993, PRS became insolvent, and C abandoned C's partnership interest. At the time C...

Corporation Not Disregarded: October 25, 2018 - Volume 12 Issue 205 Print Report; Petitioner, (P), was organized by UT in 1928 to be used as a "security device" in connection with certain Florida realty owned by him. UT conveyed the prope...

The Willens Deal Survey October 2018: October 24, 2018 - The Deal Survey: October 2018 Print Report; Welcome to our summary of deals for October 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company n...

Periodic Visits By Employees Does Not Constitute 'Doing Business': October 24, 2018 - Volume 12 Issue 204 Print Report; Petitioner X, (PX), is a corporation with its headquarters and principal place of business in Y. PX sells women's apparel, accessories, and footwear to customers...

ENLK Will "Roll-Up" Into ENLC: October 24, 2018 - Bulletin Print Report; The demise of MLPs, brought on by the reduction in the corporate tax rateand certain regulatory actions, continues apace. The latest MLP to be "rolled-up" into...

D.C. Taxes Due On Transfer Of Realty From Individual To LLC: October 24, 2018 - Bulletin Print Report; Appellant purchased real property in 2002 for $505,000 and recorded the deed in the name of...his sole proprietorship. Ten years later, in order to refinance a mortgage on the...

Grant Of An Option Found To Be A Gift: October 23, 2018 - Volume 12 Issue 203 Print Report; On January 2, 1978, A transferred to B, his son, an option to purchase real property located in State X and owned by A. B paid A $10 upon receipt of the option....

"Sale" Of "Carryout" Bags Not Subject To New York Sales Tax: October 23, 2018 - Bulletin Print Report; The Suffolk County (N.Y.) Legislature recentlyenacted Local Law No. 27-2016.... This Local Law took effect on January 1, 2018. The Local Law was passed to "encourage...

Personal Exemption Deductions And Sec. 36B: October 23, 2018 - Bulletin Print Report; Sec. 11041 of the Tax Cuts and Jobs Act, ("TCJA"), added Sec. 151(d)(5) to the Internal Revenue Code. Sec. 151(d)(5) reduces the amount of the personal exemption dedu...

No Deduction Under Sec. 166 For Debts Owed By "Political Parties": October 23, 2018 - Bulletin Print Report; An organization files a Return of Organization Exempt From Income Taxation, (Form 990), for each of the taxable years Year 1, Year 2, and Year 3 as an organization described in...

DWDP Provides Information On Spin-Offs: October 22, 2018 - Bulletin Print Report; DowDuPont, (DWDP), is making progress on its promise to separate itself into three publicly traded corporations, each conducting a separate and distinctelement of DWDP...

Drug Wholesaler Not Entitled To Preferential Tax Rate: October 22, 2018 - Bulletin Print Report; AventisPharmaceutic, Inc., a Delaware corporation, transferred all of its business activities and employees to Sanofi-AventisUS LLC, ("Sanofi), a Delaware limi...

Capital Gains Invested In "Opportunity Funds" Can Be Deferred: October 22, 2018 - Bulletin Print Report; One of the more intriguing provisions of the Tax Cuts and Jobs Act, ("TCJA"), is the one that permits certain taxpayers to avoid reporting gains from the sale or exch...

Purchase of Assets Not a "De facto Merger": October 22, 2018 - Volume 12 Issue 202 Print Report; Between 1999 and 2001, CL incurred a debt to CP of approximately $240,000 for services rendered by CP to CL. On February 7, 2001, A entered into an agreement with CL...

Corporation Denied Investment Tax Credits: October 19, 2018 - Bulletin Print Report; Taxpayer is a corporation and is an owner/member of a limited liability company, ("LLC"). The LLC has installed battery storage cells for storage of electricity. Taxp...

Club's Losses Cannot Offset Its Investment Income: October 19, 2018 - Bulletin Print Report; L is a private country club in Ohio operating as a Sec. 501(c)(7) tax-exempt organization. L derives income from several sources: membership dues and membe...

Repayment of Disallowed T&E Is Deductible: October 19, 2018 - Volume 12 Issue 201 Print Report; The taxpayer and his two brothers are officers and sole and equal shareholders of the Corporation, (C). During an audit of C&...

Inherited I.R.A. Not "Retirement Funds": October 18, 2018 - Volume 12 Issue 200 Print Report; 11 U.S.C. Sec. 522(b)(3)(C) and (d)(12) are identical. Each exempts from creditors' claims any retirement funds to the extent thatthose funds are i...

Accounts Received In A Property Settlement Are Not Exempt: October 17, 2018 - Bulletin Print Report; Mr. L retained S to represent him in his divorce proceeding.... The state court order dissolving the marriage...awarded Mr. L 1/2 of the value in his ex-wife's Wells Fargo...

Incorporation of Proprietorship Does Not Trigger LIFO "Recapture": October 17, 2018 - Volume 12 Issue 199 Print Report; A proprietorship, (P), manufactures and distributes the "B" brand of Products. P uses the LIFO inventory method and complies with the uniform capitalization...

Why Are There Limitations On HRS's Buyback Capacity?: October 17, 2018 - Bulletin Print Report; Harris Corporation, (HRS), and L3 Technologies, Inc., (LLL), have agreed to combine in an "all-stock merger of equals." After the merger is completed, the combined co...

What About SHLD's NOLs?: October 16, 2018 - Bulletin Print Report; Sears Holdings Corporation, ("SHLD"), as everyone is by now aware, has filed for bankruptcy protection. It does not appear that SHLDis headed for liquidation. I...

Redevelopment Grant Is Qualifying REIT Income: October 16, 2018 - Bulletin Print Report; The taxpayer, ("TP"), has elected to be a real estate investment trust, ("REIT"). TP owns "a%" of the interests in Operating Partnership, ("O...

Texas Still Requires Physical Presence: October 16, 2018 - Bulletin Print Report; The taxpayer, ("TP"), is a California-based company that operates an online platform through which third-party software developers, ("Developers"), make the...

Return of Excessive Compensation Is Deductible: October 16, 2018 - Volume 12 Issue 198 Print Report; V was thepresident and majority shareholderof E, a Pennsylvania corporation. His compensation from E for its fiscal year ended October 31, 1960,cons...

Can Dell Spin-Off (Or Split-Off) VMware?: October 15, 2018 - Bulletin Print Report; Dell Technologies, Inc., ("D"), has two groups of common stock, the DHI Group Common Stock; and the Class V Common Stock. The Class V Common Stock is intended to &quo...

Payments To Minister Found To Be Income: October 15, 2018 - Bulletin Print Report; In 2000, Reverend Wayne R. Felton, ("RF"), and his wife established the Holy Christian Church in West St. Paul, Minnesota. The church relies on contribution envelopes...

Lump Sum Payment Is "Retirement Income": October 15, 2018 - Volume 12 Issue 197 Print Report; Petitioner, (P), is anonresident of New York. In 2002, Washington Mutual Bank, (WMB), acquired Dime Savings Bank of New York, (D). D was a New York corporation...

New York City Follows Rev. Rul. 99-6 For "UBT" Purposes: October 12, 2018 - Bulletin Print Report; LLC is treated as a partnership for federal tax purposes. The members of LLC are selling their membership interests to PUR. The sale will bestructured as a merger of a wh...

Accounting For Pre-Need Burial Contracts: October 12, 2018 - Volume 12 Issue 196 Print Report; T operates approximately 30 cemeteries in 11 states. T sells burial rights on a both a current need and a pre-need basis. The...

Investment Activities Do Not Create A "Real Estate Professional": October 11, 2018 - Bulletin Print Report; During the years at issue, Husband, ("H"), was an engineer who worked full time for LKC. Wife, ("W"), held herself out as the property manager of petitioner...

Taxpayer Not Domiciled in Virginia: October 11, 2018 - Volume 12 Issue 195 Print Report; TP contends that she was not a "resident" of Virginia during the 2008 taxable year and should not be subject to Virginia's income tax. The Virginia Depa...

Assignment Of Lease Does Not Permit Refund Of Sales Tax: October 10, 2018 - Bulletin Print Report; On May 15, 2014, petitioner, a resident of New York State, entered into an agreement for the lease of an automobile with BMW Financial Services. The lease was a "36-month...

The Arm's Length Standard Is Alive And Well In Utah: October 10, 2018 - Bulletin Print Report; See's Candies, Inc. ("S"), and Columbia Insurance Company, ("C"), are each wholly owned subsidiaries of Berkshire Hathaway, Inc., ("BH"). In 1...

Income From Derivatives Is Qualifying Income: October 10, 2018 - Volume 12 Issue 194 Print Report; C is a publicly traded partnership (PTP or MLP). C engages in terminaling and storage services for petroleum products and by-products and natural gas services....

The Child Tax Credit Is Not A "Public Assistance Benefit": October 9, 2018 - Bulletin Print Report; Debtor was owed a federal tax refund as well as a State of Illinois tax refund. A portion of the federal tax refund was generated by a Child Tax Credit, ("CTC"), clai...

ESV And RDC Announce A Business Combination: October 9, 2018 - Bulletin Print Report; Ensco plc, ("ESV"), and Rowan Companies plc, ("RDC"), jointly announced, on October 8th, that "the companies have entered into a definitive transaction...

Net Assets New Hampshire Style: October 9, 2018 - Volume 12 Issue 193 Print Report; On April 11, 2011, the taxpayer filed an appeal with the City of Nashua, New Hampshire, (the City), for an "elderly exemption" for tax year 2011. The applic...

MSG Will Create A "Pure Play" Sports Company: October 8, 2018 - Bulletin Print Report; Not surprisingly, The Madison Square Garden Company, ("MSG"), has decided to actually pursue the spin-off transaction that the company had been studying over the past...

Rewritten Orders Eligible For Massachusetts Sales Tax "Holiday": October 8, 2018 - Bulletin Print Report; Appellant, ("A"), was a large furniture retailer based in New England. During the periods at issue, the Massachusetts Legislature passed legislation mandating that ve...

Stock Ownership Does Not Require Formal Certificates: October 8, 2018 - Volume 12 Issue 192 Print Report; The question is whether an affiliated group, within the meaning of Sec. 1504(a) of the Internal Revenue Code, exists under the following circumstances. The answer is...

Capital Gains Are Part Of "MAGI": October 5, 2018 - Bulletin Print Report; Petitioners are a widow and her deceased husband's estate. For simplicity, the court refers to O and L as petitioners. O and L filed a joint income tax return for 2014 and...

Attribution Waiver Not Thwarted by Pre-Redemption Gift: October 5, 2018 - Volume 12 Issue 191 Print Report; X Corporation, (X), has 120 shares of common stock outstanding, all of which are owned by Mr. A, X's President. Mr. A's son, B, has been employed by X for man...

SIR Announces Tax Profile Of Special Distribution: October 4, 2018 - Bulletin Print Report; Government Properties Income Trust, ("GOV"), and Select Income REIT, ("SIR"), have entered into a definitive merger agreement, (the "Merger"). The...

Ruling Requests Accepted For "Debt For Debt Swaps" In A Spin-Off: October 4, 2018 - Bulletin Print Report; In a "Divisive Reorganization," ("DR"), popularly known as a "spin-off" or "split-off," a corporation, ("D"), transfers proper...

Pledgor of Stock Loses Beneficial Ownership: October 4, 2018 - Volume 12 Issue 190 Print Report; X Corporation, (X), was incorporated on Date 1. Subsequent to the organization of X, M, N, O, and P were organized with majority ownership held by X. For the fiscal y...

Bunzl Cannot Escape California Taxes: October 3, 2018 - Bulletin Print Report; UDITPA, ("U"), provides that if the taxpayer is part of a unitary business, it is required to allocate and apportion its income (among the various states in which it...

Taxpayer Unable To Shift Incidence of Tax From Sale of Stock: October 3, 2018 - Volume 12 Issue 189 Print Report; In 1986, RV and TJ formed OSI, Inc., (OSI). In 1995, RV formed several limited liability companies (LLCs). The LLCs elected to be treated as partnerships for tax purp...

The "Shared Responsibility Payment" Is Not An Excise Tax: October 2, 2018 - Bulletin Print Report; The I.R.S. filed a proof of claim in thisChapter 13 case asserting that a portion of its claim is entitled to priority because it is for an "excise tax." Accord...

Voluntary Payments Not Alimony: October 2, 2018 - Volume 12 Issue 188 Print Report; P and R were married from March 12, 1975 through December 7, 2004. On December 7, 2004, a judgment of dissolution (JOD) was entered in the Superior Court of Californi...

Return Of "Excess" Funds Not A "Reversion": October 2, 2018 - Bulletin Print Report; The "Sponsor" established and maintained "the Plan" for certain of its employees. The Plan is a single-employer, tax-qualified, defined benefit pension plan...

Statutory Ambiguity Works In Favor Of Dish Network LLC: October 1, 2018 - Bulletin Print Report; The principal issue in this case is the extent to which (Connecticut) General Statutes Sec. 12-256(b)(2) imposes a tax on gross earnings from a satellite television operator...

Materials Used For The Construction Of "Lines" Are Taxable: October 1, 2018 - Bulletin Print Report; GTE Communications Systems Corporation, ("GTE"), is a "procurement" company. GTE purchased telephone cables, conduit, and telephone poles from third party v...

A REIT's "Required Distribution": October 1, 2018 - Volume 12 Issue 187 Print Report; REIT X (RX) holds a partnership interest in P1. P1's taxable year is the calendar year. RX's share of partnership items that RX would have taken into account...

Market Discount Not Affected By Sec. 451(b): September 28, 2018 - Bulletin Print Report; The Treasury Department and the I.R.S. intend to issue proposed regulations that will "address the applicability of Sec. 451(b) of the Code" to "market discount....

Distributor Of Yellow Pages Subject To New York "Use" Tax: September 28, 2018 - Bulletin Print Report; Petitioner, ("P"), is the purchaser of printed materials, known as the "yellow pages" telephone directories, that are printed outside of New York State. The...

Energy Drink (Not Red Bull) Exempt From NYS Sales Tax: September 28, 2018 - Volume 12 Issue 186 Print Report; The taxpayer, (TP), is a California corporation that makes and distributes a line of products that it describes and labels as "dietary supplements". The pro...

"VPFC" Found To Be A "Forward Contract": September 27, 2018 - Bulletin Print Report; A variable prepaid forward contract, ("VPFC"), is an agreement between a "short" party (usually the holder ofa highly appreciated stock position) and...

21CF To "Sell" Its Sky Shares To Comcast: September 27, 2018 - Bulletin Print Report; 21st Century Fox, ("21CF"), announced, on September 26, 2018,that "it intends to either accept the recommended revised cash offer by Comcast Corporation, (...

Property Not Held "Primarily For Sale To Customers": September 27, 2018 - Volume 12 Issue 185 Print Report; T is a real estate investment trust, (REIT). T derives interest income primarily from making construction and development loans that are secured by mortgages on real...

Dividends Received From A Foreign Corporation Were Not "QDI": September 26, 2018 - Volume 12 Issue 184 Print Report; Petitioners, ("Ps"), owned HUS, an 'S' corporation. From January 1995 until November 18, 2008, HUS was treated as owning all the stock of MHK. MHK was incorpo...

SIRI To Acquire P: September 25, 2018 - Bulletin Print Report; Sirius XM Holdings, Inc., ("SIRI"), and Pandora Media, Inc., ("P"), have announced a definitive agreement under which SIRI"will acquire P in an a...

I.R.S. To Expand The Concept Of An "ATB": September 25, 2018 - Bulletin Print Report; For a spin-off to qualify for tax-free treatment under Sec. 355 of the Internal Revenue Code, numerous requirements must be satisfied. Perhaps the one requirement that is most...

Barrick Gold Announces Acquisition Of Randgold Resources: September 25, 2018 - Bulletin Print Report; The boards of directors of BarrickGold Corporation, ("B"), a Canadian corporation, and Randgold Resources, Ltd., ("R"), a Jersey corporation, announce...

Asset Sale Is Not A Stock Sale: September 25, 2018 - Volume 12 Issue 183 Print Report; TP is a limited liability company formed to develop, own, and operate a private laboratory located in Colorado. In 2008, TP sold its assets. TP transferred all rights...

Termination Payment Found To Be Ordinary Income: September 24, 2018 - Bulletin Print Report; Mr. Jeff Potter, ("P"), began working with Green Country, ("GC"), in the early 1990s. In 1995, P entered into a written independent sales representative com...

Medtronic Will "Roll-Up" Mazor Robotics: September 24, 2018 - Bulletin Print Report; Medtronic plc, ("MDT"), indirectly owns approximately 15 percent of the stock of Mazor Robotics Ltd., ("MZOR"), an Israeli company. The companies have now d...

The I.R.S.'s Views On "Blockage Discount"--AABA Take Note: September 24, 2018 - Bulletin Print Report; A publicly traded U.K. corporation owned all of the stock of a domestic corporation. It disposed of its ownership interest therein through a public stock offering and a second...

"Pre-Partnership" Payments Constitute Ordinary Income: September 24, 2018 - Volume 12 Issue 182 Print Report; TP entered into an agreement on March 15, 1982 with X to form a limited partnership to develop and manage the Y building. For TP's promise to contribute the Y bui...

State Department Employee Not Eligible For Sec. 911 Benefits: September 21, 2018 - Bulletin Print Report; During 2014 and 2015, petitioner, ("P"), worked for the U.S. Department of State in Germany. He was hired in November 2013 as a "local hire civilian employee&quo...

Partnership Is An "Entity" For Purposes of Sec. 1504: September 21, 2018 - Volume 12 Issue 181 Print Report; X is a State A corporation that has made an 'S' corporation election. X actively conducts a venture capital, management and consulting business and is directl...

The Willens Deal Survey September 2018: September 20, 2018 - The Deal Survey: September 2018 Print Report; Welcome to our summary of deals for September 2018. Full reports on some of these transactions can be found via the link in the description, or by searching the company...

Court Restricts Bank's "New Markets Tax Credit": September 20, 2018 - Bulletin Print Report; Sec. 40-16-4, Ala. Code 1975, imposes a 6.5 percent tax, known as the "FIET," on the net income of every financial institution engaged in...business within this state...

Lowe's Not Entitled To State Tax Refunds: September 20, 2018 - Volume 12 Issue 180 Print Report; Between April 1, 2001 and December 31, 2009, Lowe's, ("L"), sold merchandise at its retail stores. Many customers paid for products using private label credit car...

UNVR To Acquire NXEO: September 20, 2018 - Bulletin Print Report; Univar Inc., ("UNVR"), and Nexeo Solutions, Inc., ("NXEO"), announced that they have entered into a definitive agreement for UNVR to acquire NXEO's stoc...

Obligation Did Not Rise To The Level Of A "Liability": September 18, 2018 - Bulletin Print Report; In 1980, J began working for the State of New York, ("S"), and was enrolled at that time as a "tier 3" participant in the New York State and Local Retiremen...

Transfer Of "QRP" To A Divorcing Spouse Is A Gift: September 18, 2018 - Volume 12 Issue 179 Print Report; The taxpayer, ("TP"), sold shares of stock in Company, ("C"), to C's employee stock ownership plan, ("ESOP"), for approximately "$C."...

GOV And SIR Will Join Forces: September 18, 2018 - Bulletin Print Report; Government Properties Income Trust, ("GOV"), a REIT, and Select Income REIT, ("SIR"), announced that they have entered into a definitive agreement to merge...

Group Trust Not A Single Qualified Trust: September 17, 2018 - Bulletin Print Report; The taxpayer, (TP), is a pension trust fund that invests in United States real estate. TP holds some of its real estate through real estate investment trusts, ("REITs"...

Allocating Fax Revenues To New Jersey: September 17, 2018 - Bulletin Print Report; Xpedite Systems, Inc., ("X"), is a Delaware-incorporated entity that is headquartered in New Jersey. Its stock is publicly traded. X delivers business advertisements/...

Calculating CODI Under Sec. 108(e)(4): September 17, 2018 - Volume 12 Issue 178 Print Report; On January 1, Year 1, P issued indebtedness that provides for monthly interest payments of $80,000 payable at the end of each month, and a principal payment of $10,00...

A REIT's "Imputed" Income Will Be "Qualifying" Income: September 14, 2018 - Bulletin Print Report; To qualify as a real estate investment trust, "(REIT"), a domestic corporation must, among other things, annually satisfy the "gross income requirements" of...

How To Apportion Earnings and Profits Among Distributions: September 14, 2018 - Volume 12 Issue 177 Print Report; X and Y each made distributions of $15,000 to their respective shareholders on July 1, 1971, and made no other distributions during the taxable year....

Hershey's "Bargain Purchase" Of Pirate Brands: September 13, 2018 - Bulletin Print Report; The Hershey Company and B&G Foods, Inc. announced that they have entered into a definitive agreement "for Hershey to acquire Pirate Brands" (from B&G), includ...

Differential Reporting For In-State And Out-Of-State Entities Upheld: September 13, 2018 - Volume 12 Issue 176 Print Report; Harley-Davidson and its subsidiaries, ("HD"), form a multistate enterprise with numerous functionally integrated subsidiary corporations. HD contends that defendant&#...

Health Insurance Purchaser Not An "Applicable Taxpayer": September 12, 2018 - Bulletin Print Report; In 2015, petitioner, ("P"), was enrolled in a health insurance plan offered through an "insurance exchange" created under the Patient Protection and Afforda...

Debt Not Worthless In The Year Claimed: September 12, 2018 - Volume 12 Issue 175 Print Report; From 2001 until June, 2006, Petitioner, (P), was thepresident of I. During the same period, P was also the president of N, a corporation whichI acquired i...

I.R.S. Approves "Back-To-Back" Spinoffs: September 11, 2018 - Bulletin Print Report; Foreign Parent owns all of the stock of FSub. FSub owns all of the stock of Distributing 2, a foreign corporation. Distributing 2 owns "a%" of the stock of Distributi...

"OTCs" Are Liable For Phoenix's Transaction Privilege Tax: September 11, 2018 - Bulletin Print Report; Online travel companies, ("OTCs"), operate websites that advertise travel services and allow customers to reserve and pay for hotel rooms. The OTCs do not operate any...

SAIC Will Acquire EGL (And Its Tax Assets): September 11, 2018 - Bulletin Print Report; Science Applications International Corporation, ("SAIC"), and Engility Holdings, Inc., ("EGL"), have entered into a definitive agreement in connection with...

Transitory Corporation Given Credence: September 11, 2018 - Volume 12 Issue 174 Print Report; X Corporation, (X), produces "h." Y Corporation, (Y), unrelated to X,also produces "h."X desires to sell J, an industrial business loc...

Liquidating Sales Not Prohibited Transactions: September 7, 2018 - Volume 12 Issue 173 Print Report; TP is a REIT. TP owns the stock of various qualified REIT subsidiaries (QRSs) and taxable REIT subsidiaries (TRSs). TP, directly or indirectly, owns interests in comm...

"Origin" Based Method Of Apportionment Nets Sirius XM A Refund: September 7, 2018 - Bulletin Print Report; During 2010 and 2011, Sirius XM Radio, Inc., ("SXM"), produced music, sports, news, talk, and entertainment programming, and delivered the programming to subscr...

Transocean Ltd. To Acquire Ocean Rig UDW, Inc.: September 6, 2018 - Bulletin Print Report; TransoceanLtd., ("RIG"), and Ocean Rig UDW, Inc., ("ORIG"), announced that they have entered into a definitive merger agreement "under which RIG...

Loblaw's "Spin-Out" Will Create Tax Issues For Its U.S. Shareholders: September 6, 2018 - Bulletin Print Report; Loblaw Companies Ltd., ("L"), announced a transaction that, in our experience, is unprecedented and, for that reason, the tax consequences flowing from it, at least f...

Withholding Tax Will Be Imposed On TRI's Redemption Payments: September 6, 2018 - Bulletin Print Report; Thomson Reuters Corporation, ("TRI"), is offering to purchase a substantial proportion of its common shares, theaggregate purchase price forwhich is expec...

The Unhappy Plight of Commercial Fishermen: September 6, 2018 - Volume 12 Issue 172 Print Report; A taxpayer may deduct 100 percent of the expense for foodor beverages required by any Federal law to be provided to crew members of a commercial vessel.

Resident Credit Denied For Foreign Tax On Income Allocated To N.J.: September 6, 2018 - Bulletin Print Report; The taxpayers are residents of New Jersey. Both own shares in a family business, DWCI, located in Philadelphia, Pennsylvania. The business is incorporated under the laws of the...

Retrospective "PFIC" Gains Are Not Included In Gross Income: September 5, 2018 - Bulletin Print Report; Respondent issued to petitioners a notice of deficiency determining deficiencies in their 2006, 2007, and 2008 income tax. Petitioners contend that assessment of the deficienci...

Walgreen Found Liable For Minnesota's "LDT": September 5, 2018 - Volume 12 Issue 171 Print Report; WSP is single-member limited liability company, organized under the laws of Delaware and having its headquarters in Florida. WSP is a wholly owned subsidiary of Walgreen Compan...

General Mills And Minnesota Clash Over R&D Credits: September 5, 2018 - Bulletin Print Report; During 2011, Sec. 41 of the Internal Revenue Code provided: The research credit shall be an amount equal to the sum of--(1) 20 percent of the excess of--(A) the qualified resea...

Whitbread PLC Will Not Be Taxed On The Sale Of Costa Ltd.: September 5, 2018 - Bulletin Print Report; Whitbread PLC, ("W"), has agreed to the sale of the capital stock of its wholly-owned subsidiary, Costa Ltd., ("CL"), to the Coca-Cola Company, ("KO&qu...

Investment Bank "Respected" As A Creditor Of "Remainco": September 4, 2018 - Bulletin Print Report; D is a publicly traded corporation and the parent of a group of affiliated corporations that file a consolidated Federal income tax return. D has a single class of voting commo...

Cost Of "Seismic Survey" Must Be Capitalized: September 4, 2018 - Bulletin Print Report; The taxpayer, ("TP"), is engaged in offshore oil and gas drilling and development activities within the United States. Through wholly-owned subsidiaries, TP owns a wo...

Tracking Ownership Changes With Respect To Unregistered Stock: September 4, 2018 - Volume 12 Issue 170 Print Report; Company, (C or TP), is in the business of producing X and Y. C and its subsidiaries filed for bankruptcy on Date 1, Year 3. A plan of reorganization was consummated o...

Payments To Former Spouse Are Not "Alimony Or Separate Maintenance": August 31, 2018 - Bulletin Print Report; Plaintiff, ("P"), and his former spouse, ("W"), were divorced in 2013. A Decree of Divorce, ("Decree"), was filed by a Washington state superior c...

Real Estate Assets Do Not Constitute Securities: August 31, 2018 - Volume 12 Issue 169 Print Report; TP is a REIT. TP's primary business activities are real estate lending, net leasing, and real estate investing. TP owns 100 percent of the outstanding equity of s...

I.R.S.'s Regulations Will Preserve The "Exemption Amount": August 30, 2018 - Bulletin Print Report; Sec. 151(a) of the Internal Revenue Code allows a taxpayer to claim deductions for exemptions for the taxpayer and his or her spouse and for any dep...

Partnership Interests Not Proven To Be Worthless: August 30, 2018 - Bulletin Print Report; Petitioner, ("P"), PDG, and other real estate professionals formed multiple partnerships, ("SPEs"), to acquire and develop real property. P was a minority p...

Trust Can Perform Certain Services: August 30, 2018 - Volume 12 Issue 168 Print Report; T is a REIT. T owns "x%" of Partnership, (PS), and is its managing general partner. PS owns and operates Class A office buildings in City A and inothe...

Combining 'S' Corporations: August 29, 2018 - Volume 12 Issue 167 Print Report; LLC 1 is an 'S' corporation. LLC 1 is a holding company whose principal asset is a "b%" membership interest in LLC 3, a partnership. LLC 2, another...

Legg Mason Runs Afoul Of Sec. 162(f): August 29, 2018 - Bulletin Print Report; On August 27, 2018, the S.E.C. announced that Legg Mason, Inc., ("LM"), will pay $34,502,494 to the S.E.C. (for transfer by the S.E.C. to the general fund of the Unit...

Particulate Filters Are "Parts" Or "Accessories": August 29, 2018 - Bulletin Print Report; T is a semi-truck dealership, whose principal offices are located in Cedar Rapids, Iowa. T sells trucks that are equipped with diesel particulate filters, ("filters")...

The "Nimble Dividend Rule": August 28, 2018 - Volume 12 Issue 166 Print Report; The issue is whether a cash distribution of $7,500 made by a corporation during its calendar year 1957 to its only shareholder, LM, constitutes a dividend to him, whe...

Non-Recognition Dispositions Do Not Trigger Sec. 1031(f)(1): August 28, 2018 - Bulletin Print Report; TP is a partnership for federal income tax purposes. LLC 1 and LLC 2 are each a single member limited liability company, wholly owned by TP, that is disregarded for federal inc...

Enbridge Will Take Spectra Private: August 28, 2018 - Bulletin Print Report; Spectra Energy Partners, LP, ("SEP"), is a "publicly-traded partnership" (popularly known as an "MLP") engaged in the transmission, storage, and g...

Gross Receipts From Hedging Included In Sales Factor: August 27, 2018 - Bulletin Print Report; Petitioner is a Delaware corporation engaged in transforming raw agricultural products into intermediate products such as corn syrup, crude vegetable oil, margarine, shortening...

Spin-Off Carried Out To Facilitate Equity Offering: August 27, 2018 - Bulletin Print Report; Distributing, ("D"), is a publicly-traded State A corporation that is the common parent of an affiliated group filing a consolidated income tax return. The capital st...

"Carved-Out" Leasehold Interest Is Property: August 27, 2018 - Volume 12 Issue 165 Print Report; M will be formed as a general partnership. M will have three general partners, O, a corporation, P, a general partnership consisting of three individuals, and Q, anot...

Treasury Moves To Insure "SALT" Deduction Restrictions Not Avoided: August 24, 2018 - Bulletin Print Report; Sec. 170(a)(1) of the Internal Revenue Code generally allows an itemized deduction for any charitable contribution paid within the taxable year. Sec. 170(c)...

Privilege Tax Based On Vehicle Sales Upheld: August 24, 2018 - Bulletin Print Report; The so-called "Sec. 90" tax is a privilege tax, and it is imposed on vehicle dealers "for the privilege of engaging in the business of selling taxable motor vehi...

Advances Constitute Disguised Wages: August 24, 2018 - Volume 12 Issue 164 Print Report; Plaintiff (the "Clinic")is a personal service corporation that provides medical treatment in a variety of specialties at locations in southwest Washin...

Illegal Gains Must Be Recognized: August 23, 2018 - Volume 12 Issue 163 Print Report; TPs sold certain property to Buyer, (B), in the year Y and B took possession and assumed the benefits and burden of ownership in that year. &nbs...

No Refund Of Sales Tax Paid On A Lease Warranted: August 23, 2018 - Bulletin Print Report; In February 2014, petitioner leased a 2014 Cadillac CTS automobile from a New York automobile dealership for a term of 39 months. At the time of the first payment due under the...

"Gross Receipts From Broadcasting": August 22, 2018 - Bulletin Print Report; Oregon's income-apportionment formula for interstate broadcasters has been based exclusively on the "sales factor." The sales factor is the fraction representing...

The Willens Deal Survey August 2018: August 22, 2018 - The Deal Survey: August 2018 Print Report; Welcome to our summary of deals for August 2018. Full reports on these transactions can be found via the link in the description, or by searching the company name in ou...

A Partnership Is An Aggregate For Purposes of Sec. 165(g)(3): August 22, 2018 - Volume 12 Issue 162 Print Report; X is the parent of a consolidated group of corporations. X owns "a%" of both Y and Z. X and its subsidiaries derive most of their combined receipts from the...

Retiring Debt In Conjunction With A Spin-Off: August 21, 2018 - Bulletin Print Report; Distributing, ("D"), is the common parent of an affiliated group that files a consolidated income tax return. D is engaged in Business A, Business B, Business C, and...

Replacement Of "PCs" With "UMBSs" Is Not An Exchange: August 21, 2018 - Bulletin Print Report; The Federal Home Loan Mortgage Corporation, ("FM"), acquires mortgages and participation interests in residential mortgage loans, ("Ms"), that were originat...

Employees Of Subsidiary May Join Parent's ESOP: August 21, 2018 - Volume 12 Issue 161 Print Report; Company A has elected to be taxed as an 'S' corporation. ESOP A is a qualified plan under Sec. 401(a) of the Code. ESOP A holds stock in Company A. ESOP A requires a pa...

Fertilizer Is A "Mineral Or Natural Resource": August 20, 2018 - Bulletin Print Report; X is a State law corporation. X intends to form a State law partnership, Y, the interests in which may be sold in an initial public offering or, perhaps, conveyed to an existin...

CMC To Acquire KMG In A Fully Taxable Transaction: August 20, 2018 - Bulletin Print Report; On August 14, 2018, Cabot Microelectronics Corporation, ("CMC"), entered into an Agreement and Plan of Merger with KMG Chemicals Corporation, ("KMG"), provi...

Golfer's Endorsement Income Taxed In Indiana: August 20, 2018 - Volume 12 Issue 160 Print Report; The taxpayer, ("TP"), is a professional golfer who resides in Texas. TP regularly participates in golf tournaments, such as the PGA tour, and similar events, in...

The I.R.S. Gets Another Crack At Medtronic, Inc.: August 17, 2018 - Bulletin Print Report; Medtronic, Inc., (M), is a medical device company that produces and markets class III devices, ("devices"), as well as other medical therapy devices, ("leads&quo...

Refund Claim Based On NOL Carryback Not Timely Filed: August 17, 2018 - Volume 12 Issue 159 Print Report; In 2011, TM elected to claim a deduction for foreign taxes (instead of claiming a credit) on its amended 2002 tax return, triggering a "daisy-chain of cascading adjustment...

Monsanto Should Be Able To Deduct "Roundup" Payments: August 16, 2018 - Bulletin Print Report; Monsanto has been ordered by a jury in San Francisco's Superior Court to pay $289 million in damages to an individual who contracted cancer as a result, the jury found, of...

Exception To "Cash In Lieu" Test Not Dependent On Asset Identity: August 16, 2018 - Volume 12 Issue 158 Print Report; X, a publicly held corporation, has outstanding a single class of common stock. Y, also a publicly held corporation, has outstanding one class of common stock and one...

Statute Supersedes Agency Regulation: August 16, 2018 - Bulletin Print Report; The taxpayer, ("TP"), is a commercial bank in Pennsylvania. It purchased the disputed items, i.e., computer hardware, canned software, and certain related services, f...

New Jersey Has A Message For "Remote Sellers": August 16, 2018 - Bulletin Print Report; On June 21, 2018, the United StatesSupreme Court handed down a decision entitled South Dakota v. Wayfair, Inc., et al. , 585 U.S._ (2018), in which the Court...

Taxation In Oregon Does Not Turn On Physical Presence: August 15, 2018 - Bulletin Print Report; Capital One Auto Finance, Inc., ("TP"), filed consolidated Oregon corporate excise tax returns as part of a group that included two corporate affiliates. The issue is...

Substantial New Line of Business Not Added: August 15, 2018 - Volume 12 Issue 157 Print Report; X is a publicly traded partnership (PTP or MLP). X is an "electing 1987 partnership" under Sec. 7704(g). X is engaged in the business of acquiring, owning,...

Maryland Catches Up With Staples, Inc.: August 14, 2018 - Bulletin Print Report; In 1998, the Staples family of businesses underwent an internal reorganization, which culminated in the creation of four entities: SI, SS, SE, and SCC. SS and SCC were wholly-o...

PRGO Can Finally Entertain A Spin-Off: August 14, 2018 - Bulletin Print Report; PerrigoCompany, plc, (PRGO), came into existence in late 2013 in connection with the business combination of PerrigoCompany and Elan Corporationplc. That tran...

Suspended 'S' Corporation Losses Always Absorb Available Basis: August 14, 2018 - Volume 12 Issue 156 Print Report; The Bs, husband and wife, held a partial ownership stake in an 'S' corporation called WR. Taxpayers, can deduct 'S' corporation losses when they have...

Tax Court Endorses ITW's Tax-Free Repatriation Strategy: August 13, 2018 - Bulletin Print Report; During 2006, petitioner, ("P"), a domestic corporation, was the sole shareholder of IH, a domestic corporation. IH was the sole shareholder of PAR, a domestic corpora...

Altaba Posts The Results Of Its Historic Tender Offer: August 13, 2018 - Bulletin Print Report; Altaba, Inc., ("AABA"), offered to purchase up to 195 million shares of its common stock (approximately 24 percent of its outstanding common stock) at a price equal t...

Employee Compensation Is Not Eligible For Sec. 1043 Deferral: August 13, 2018 - Volume 12 Issue 155 Print Report; H was formerly employed by Lockheed Martin, ("LM"), an aerospace and technology company. H had deferred compensation in the Lockheed Martin Deferred Management Incent...

Exxon Mobil Denied "Double Benefit": August 10, 2018 - Bulletin Print Report; From 2005 to 2011, Congress provided a tax incentive to gasoline producers that allowed a credit against the fuel excise tax imposed on the sale or removal of gasoline for each...

Tax Imposed By Sec. 1446 Is A "Partnership Item": August 10, 2018 - Bulletin Print Report; YA Global Investments, LP, ("YAG"), is a partnership for U.S. Federal income tax purposes. YA reports that it is an "investor" and is not engaged in an acti...

Trusts Not Minnesota Residents: August 10, 2018 - Volume 12 Issue 154 Print Report; This appeal relates to four trusts. Each of the trusts was created on June 25, 2009, by RM, then a Minnesota domiciliary, and each trust was formed with shares of nonvoting com...

Qualified REIT Dividends And PTP Income: August 9, 2018 - Bulletin Print Report; The Treasury Department and the Internal Revenue Service haveissued proposed regulations under Sec. 199Aof the Code, concerning the deduction, introduced in last ye...

Geography and the Active Business Test: August 9, 2018 - Volume 12 Issue 153 Print Report; Beginning in 1947, Lockwood, Inc., (L), a manufacturer and distributor of farm machinery which had historically confined its business activities to the western part o...

No Resident Tax Credit For Tax Imposed On "Pass-Through" Entity: August 8, 2018 - Bulletin Print Report; Mr. and Mrs. Goggin, ("G"), were residents ofMaine. GHKCompany, LLC, ("LLC"), is a limited liability company formed in New Hampshire in 1994 to...

Dell's Class V Transaction Is A Recapitalization: August 8, 2018 - Bulletin Print Report; The S-4 regarding Dell Technologies, Inc.'s, ("DTI"), so-called "Class VTransaction" has been issued, providing some helpful guidance regarding&nb...

Cancellation of a Partner's Loans: August 8, 2018 - Volume 12 Issue 152 Print Report; X is a limited liability company formed under the laws of State that is treated as a partnership for federal incometax purposes. The onlypartners of X are...

"Hypothecation" Loans Are Real Estate Assets: August 7, 2018 - Volume 12 Issue 151 Print Report; M, a real estate investment trust, (REIT), engages in lending activities, including the making of "hypothecation" loans to developers of commercial real est...

Bemis And Amcor To Create A "Jersey" Holding Company: August 7, 2018 - Bulletin Print Report; The boards of directors of each of Amcor Ltd., ("AMC"), and Bemis Company, Inc., ("BMS"), have unanimously approved a definitive agreement "under which...

A Sec. 457 Plan Is Not A "Public Pension": August 7, 2018 - Bulletin Print Report; In 2011, petitioner, ("P"), received a lump-sum distribution of $133,349 from a Sec. 457 deferred compensation plan, (the "457 plan") administered by F for...

Sec. 72(t) Early Withdrawal "Exactions" Are Penalties Not Taxes: August 7, 2018 - Bulletin Print Report; Mr. D made "early" withdrawals from a qualified retirement plan in each of 2012 and 2013. Pursuant to Sec. 72(t) of the Internal Revenue Code, Mr. D and his wife incu...

ETE Adopts A "Simplification" Plan For ETP: August 6, 2018 - Bulletin Print Report; Energy Transfer Partners, L.P., ("ETP"), and Energy Transfer Equity, L.P., ("ETE"), recently announced their execution of a definitive merger agreement purs...

Recovery Of Impaired Capital Is Excluded From Gross Income: August 6, 2018 - Bulletin Print Report; TP is a bankruptcy estate. TP was created in response to an unfavorable judgment against Insured, who fatally injured a party with an automobile. Insured was covered by an auto...

The "TEFA" Must Be Added Back In Calculating New Jersey "ENI": August 6, 2018 - Volume 12 Issue 150 Print Report; R is engaged in the retail distribution of electrical energy only in New Jersey. During the year in issue, R was subject to both the Corporation Business Tax, ("CBT")...

Service Will Not Refund Or Credit "Excess" Installment Payments: August 3, 2018 - Bulletin Print Report; Sec. 6402(a) of the Internal Revenue Code authorizes the Internal Revenue Service, (the "Service"), to apply "overpayments" as credits against outstanding t...

Philadelphia "Beverage" Tax Is Legally Imposed: August 3, 2018 - Volume 12 Issue 149 Print Report; A tax, the so-called "beverage tax," applies to the supply, acquisition, delivery, or transport of beverages. It is generally collected when beverages are transferred...

QCOM Launches A Dutch Auction Self-Tender Offer: August 2, 2018 - Bulletin Print Report; QUALCOMM, Inc., ("QCOM"), is authorized to repurchase as much as $30 billion in value of its common stock. It is kicking off the process with a massive Dutch Auction...

Brookfield Affiliate Will Acquire Forest City: August 2, 2018 - Bulletin Print Report; Brookfield Asset Management, Inc., ("BAM"), and Forest City Realty Trust, Inc., ("FC"), announced, as the market was expecting, that they have entered into...

Loss Of Control By Transferors Does Not Render Sec. 351 Inapplicable: August 2, 2018 - Volume 12 Issue 148 Print Report; Corporation, ("C"), is a publicly traded corporation and is the sole general partner of Partnership, ("PS"). As of Date A, C owned an approximate combined &...

Utah "Resident" Taxed on Capital Gains: August 1, 2018 - Volume 12 Issue 147 Print Report; The Benjamins originally established domicile in Utah around 1995 after moving from California and purchasing a home in Sandy,Utah. At that time, Mr. Benjamin,...

Indirect Payment Of Property Taxes Suffices For "QEZE" Credit Purposes: August 1, 2018 - Bulletin Print Report; AB is the sole shareholder of BR, and is the sole member of BM, a real estate management company, which is certified, in New York State, as a "qualified empire zone enterp...

NEE "Deconsolidates" NEP: August 1, 2018 - Bulletin Print Report; NextEra Energy, Inc., ("NEE"), has, since inception, owned a "majority voting interest" in NextEra Energy Partners, L.P., ("NEP"). NEE currently o...

"Divisive" Transactions Cannot Be 'C' Reorganizations: July 31, 2018 - Volume 12 Issue 146 Print Report; X and Y were unrelated corporations that, for many years, were activelyengaged in the hardware business. X operated two significant lines of business, a retail...

Verizon Cannot Escape California Sales Tax: July 31, 2018 - Bulletin Print Report; Verizon Services Corporation, ("V"), is a procurement and service company located in California. V purchased various telephone cables, conduit, and poles from third p...

Purchase of Windfarms Is An "Applicable Asset Acquisition": July 31, 2018 - Bulletin Print Report; Under Sec. 1603 of the American Recovery and Reinvestment Act, ("ARRA"), of 2009, each person who placed in service specified energy property during a designated peri...

Documentation Does Not Support Deduction Of "Success-Based" Fee: July 30, 2018 - Bulletin Print Report; The taxpayer, ("TP"), engaged Investment Banker, ("IB"), to explore a possible sale of TP and to indemnify potential buyers. The engagement letter provided...

Taxpayer's Educational Program Is Considered An "Amusement" Service: July 30, 2018 - Bulletin Print Report; Taxpayer, ("TP"), is a self-described "alternative" educational concept designed for use by children between the ages of four and fourteen. TP's staff p...

Treasury Bonds Ruled Substantially Identical: July 30, 2018 - Volume 12 Issue 145 Print Report; Advice has been requested whether or not a loss sustained by a taxpayer upon the sale on July 24, 1953 of U.S. Treasury 2 1/4 percent registered bonds of June 15, 195...

Most Termination Fees Are Deductible For Tax Purposes: July 27, 2018 - Bulletin Print Report; On October 27, 2016, an affiliate of QUALCOMM, Inc., ("QI"), entered into a Purchase Agreement, as subsequently amended, with NXP Semiconductors N.V., ("NXP"...

Who Are The "Transferors" of Property?: July 27, 2018 - Volume 12 Issue 144 Print Report; Z and a group of investors, pursuant to a binding agreement between them, transferred property to a newly organized corporation, N, in exchange for all of N's sto...

Related Parties Must Allocate Employee Stock Compensation Costs: July 26, 2018 - Bulletin Print Report; In this case, the court said, "we consider the validity of Reg. Sec. 1.482-7A(d)(2)" under which related entities must share the cost of employee stock compensation i...

When Are Sales Taxes Paid?: July 26, 2018 - Bulletin Print Report; The taxpayer, ("TP"), manufactures specialty products for further processing by other manufacturers in the solar and electronics manufacturing industry. In 2015, TP r...

Only Gains Enter Into Gross Income: July 26, 2018 - Volume 12 Issue 143 Print Report; TP is a management investment company registered under the Investment Company Act of 1940 that elected to be taxed as a regulated investment company (RIC). TP acquire...

Tenneco's Spin-Off Should Satisfy The Active Business Requirement: July 25, 2018 - Bulletin Print Report; Tenneco, Inc., ("T"), has reached an agreement to acquire, from AEP, Inc., an affiliate of IEP, all of the membership interests in a limited liability company, Federa...

Foreign Currency Not Securities: July 25, 2018 - Volume 12 Issue 142 Print Report; On June 1, 1973, the taxpayer purchased currency of foreign country M in a transaction which wasentered into for profit. On June 22, the taxpayer converted the...

DIS/FOX--Sec. 304 Is Not A Realistic Threat: July 24, 2018 - Bulletin Print Report; The acquisition of Twenty-First Century Fox, Inc., ("F"), by The Walt Disney Co., ("D"), will take the form of a so-called "horizontal double dummy.&qu...

"FBAR" Penalties Capped At $100,000: July 24, 2018 - Bulletin Print Report; W failed to file or filed inaccurate Forms TD F 90.22-1 (FBAR) for each of 2008, 2009, and 2010. As a consequence, the IRS assessed numerous penalties...many of which were flat...

"Networking" Club Is Not A Social Club: July 24, 2018 - Volume 12 Issue 141 Print Report; Petitioner, (P), was incorporated in 1935 as an incorporated association. The purpose of the association is to institute and maintain a method of exchanging and inter...

The Willens Deal Survey July 2018 (Inaugural Issue): July 23, 2018 - The Deal Survey: July 2018 Print Report; Welcome to our summary of deals for July 2018. Full reports on these transactions can be found by searching the company name in our database.

Sec. 165(g)(3) Applied To Worthless Stock Of A Holding Company: July 23, 2018 - Bulletin Print Report; TP, a State A corporation, is an indirect wholly owned subsidiary of P. P and its related entities sell "Brand" products. TP formed HC1 on Date 1. HC1 formed HC2, whi...

Tax Warning In Debt Collection Letter Not Misleading: July 23, 2018 - Bulletin Print Report; In January 2016, K sent a letter to D seeking to collect a debt originally owed to a bank. The letter offered to settle the debt, but warned: "This settlement may have tax...

Floating Docks Are Tangible Personal Property: July 23, 2018 - Volume 12 Issue 140 Print Report; M and P were general partners in CYC (the "partnership"). The partnership's principal business activity is leasing docking facilities. &...

Unsigned Joint Return Still Valid: July 20, 2018 - Bulletin Print Report; A and P were married until P's death in 2011. On November 25, 2009, P filed joint tax returns for 2001 through 2006 on behalf of himself and A. On August 24, 2010, P filed...

Tax Court Determines Reasonable Compensation: July 20, 2018 - Volume 12 Issue 139 Print Report; Petitioner, (P), was a wholesale distributor of animal health products, lawn and garden products, farm hardware, pet supplies, and products for farm stores and relate...

GGP Sets Record Date For "Pre-Closing Dividend": July 19, 2018 - Bulletin Print Report; GGP, Inc., ("GGP"), and Brookfield Property Partners, L.P., ("BPY"), are nearing the finish line on their highly engineered transaction, which will culminat...

No-Fault Insurance: July 19, 2018 - Volume 12 Issue 138 Print Report; Taxpayer, (TP), serves as the court appointed guardian of his adult daughter, a legally incapacitated adult. TP's daughte...

Disregarded Entities Are Not Disregarded For All Purposes: July 18, 2018 - Bulletin Print Report; A business entity that is not classified as a corporation, (an "eligible entity"), can elect its classification for federal tax purposes . An eli...

Split-Off Carried Out For a Corporate Business Purpose: July 18, 2018 - Volume 12 Issue 137 Print Report; Y is engaged in the business of commercial printing and has been so engaged for the past five years. Its outstanding stock consists of shares of common stock of which...

Subpart F Inclusions Found To Be "Good" REIT Income: July 17, 2018 - Bulletin Print Report; TP intends to qualify and elect to be treated as a real estate investment trust, ("REIT"). TP's primary business is the acquisition, ownership, and leasing of ind...

Inherently Permanent Structures Are Real Estate Assets: July 17, 2018 - Volume 12 Issue 136 Print Report; A taxpayer owns a trailer park containing housetrailers of a permanent nature and also accommodates overnight parking of housetrailers for persons who are transient....

Rents Received From A Partnership Are "Rents From Real Property": July 16, 2018 - Bulletin Print Report; TP intends to qualify to be taxed as a real estate investment trust, ("REIT"). TP's primary business is the acquisition, ownership, and leasing of assisted living...

Banks Affected By Supreme Court's Pivot On "Nexus"?: July 16, 2018 - Bulletin Print Report; Wells Fargo & Company recently reported its earnings for the second quarter of 2018. One aspect of its report caught our eye. The company's Chief Financial Officer ackn...

Severance Payments Are Not Qualified Research Expenditures: July 16, 2018 - Volume 12 Issue 135 Print Report; The issue is whether severance payments paid by TP to certain salaried employees who voluntarily separated from the company pursuant to a Voluntary Separation Program...

First Mortgage Bonds Classified As "Securities": July 13, 2018 - Volume 12 Issue 134 Print Report; In 1957, a corporation, which had been in "severe financial difficulties" for several years, exchanged newly-issued common stock for all of its first mortga...

I.R.S. Finalizes Obama Era "Anti-Inversion" Regulations: July 13, 2018 - Bulletin Print Report; An "inversion" occurs when a foreign corporation becomes, with respect to an "expatriated entity," a "surrogate foreign corporation." A foreign co...

Minnesota Tax Avoidance Scheme Nipped In The Bud: July 12, 2018 - Bulletin Print Report; During 2007 and 2008, AB was a nationally-chartered bank headquartered in Wisconsin, operating as a wholly-owned subsidiary of ABC, a bank holding company. AB had banking locat...

Who Owns a Tax Refund?: July 12, 2018 - Volume 12 Issue 133 Print Report; In 2002, the petitioner, (JH), an individual, and her husband filed a joint Federal income tax return with the I.R.S. All of the income on the return was attributable...

DPSG Post-Mortem: July 11, 2018 - Bulletin Print Report; One of the more unusual deals we have encountered closed yesterday and, therefore, it seems appropriate to review its equally unusual tax consequences. In the transaction, a ne...

Stock Registration Costs Are Not Deductible: July 11, 2018 - Volume 12 Issue 132 Print Report; X Corporation, (XC), has been engaged in the manufacture of precision equipment for many years. In 1965, it was required to register its stock with the S.E.C. In conn...

Trust Not Eligible For Exemption From New York State's "RETT": July 10, 2018 - Bulletin Print Report; Petitioner, ("P"), is the executor the Estate of Phyllis Millstein, ("Estate"), and is the trustee of a trust, ("Trust"), established under the wi...

Lodging Facility Exempt From Property Tax: July 10, 2018 - Volume 12 Issue 131 Print Report; Petitioner, (P), anot-for-profit corporation engaged in the performing arts, seeks review of a city's determination that its properties are not tax-exempt p...

Disproportional Distributions Do Not Create A Second Class Of Stock: July 10, 2018 - Bulletin Print Report; Petitioner, ("P"), owned 49 percent of the shares of MR, and GM, P's brother, owned 51 percent thereof. MR is an 'S' corporation. P, GM, and MM, GM's...

"Risk Diminution" Prevents Enjoyment Of Intercorporate "DRD": July 9, 2018 - Volume 12 Issue 130 Print Report; Parent is the common parent of an affiliated group of corporations, (the "Group"). GMX is an equity-swap dealer. GMY is the Group's primary broker/dealer. GMX was...

NOL "Absorbed" In An Alternative Tax Year: July 9, 2018 - Bulletin Print Report; TD Holdings II, Inc., ("P"), was a banking corporation formed under the laws of Delaware with its principal place of business in New York City. P was subject to the b...

FOX/DIS: The Case For "Non-Device": July 9, 2018 - Bulletin Print Report; Tax counsel for Twenty-First Century Fox, ("21CF"), and The Walt Disney Company, ("DIS"), were unable to render an opinion "that the distribution (of t...

Government Grants Not Gross Income: July 6, 2018 - Volume 12 Issue 129 Print Report; During Year 1, TP accepted numerous grants from state and local governmental agencies to fund various railroad projects. A number of the grants were to make upgrades...

Another MLP Bites The Dust: July 6, 2018 - Bulletin Print Report; Recently, Boardwalk GP, LP, the General Partner of Boardwalk Pipeline Partners, LP, ("BWP"), and an indirect, wholly-owned subsidiary of Loews Corporation, ("L&q...

Insured Depository Institution Owned A Tax Refund: July 5, 2018 - Bulletin Print Report; This appeal concerns the ownership of a federal tax refund. The refund was issued to UWBI, a thrift holding company. The refund was the result, however, of net operating losses...

Will Visa And MasterCard Get Sec. 1341 Relief?: July 5, 2018 - Volume 12 Issue 128 Print Report; It has been reported in the Wall Street Journal and Bloomberg that Visa and MasterCard (as well as other defendants) "are close to settling an...

IPG's Basis Step Up Is "Worth" $300 Million: July 3, 2018 - Bulletin Print Report; Where a corporation purchases the stock of another corporation, the basis for the stock so acquired is the amount paid, i.e., a "cost" basis, but the acquired corpora...

AMEX's "Anti-Steering" Provisions Do Not Restrain Trade: July 3, 2018 - Volume 12 Issue 127 Print Report; American Express Company and American Express Travel Related Services Company, ("A"), provide credit card services to both merchants and cardholders. When a cardholde...

CVG/SNX Have Proposed A Tax-Free Reorganization: July 3, 2018 - Bulletin Print Report; Convergys Corporation, ("CVG"), has announced an agreement with SYNNEX Corporation, ("SNX"), pursuant to which SNX will acquire CVG "in a cash and stoc...

Footwear Designer And Marketer "Engaged In Manufacturing": July 2, 2018 - Bulletin Print Report; The appellant, "D," was a Delaware corporation whose principal place of business was in Goleta, California. D was founded as a footwear company in 1973. During the 19...

New Jersey Budget Agreement Is Hostile To Corporations: July 2, 2018 - Bulletin Print Report; Governor Murphy of New Jersey and the Senate President and Assembly Speaker announced an eleventh hour agreement on the State's Fiscal Year 2019 Budget that averts a govern...

Dell Will Retire Its "Tracking Stock": July 2, 2018 - Bulletin Print Report; The Special Committee of the Board of Directors of Dell Technologies, ("DTI"), "representing the holders of Dell's Class V Common Stock," i.e., Dell'...

Acquiring Basis During The "PTTP": July 2, 2018 - Volume 12 Issue 126 Print Report; X, an 'S' corporation, merges into Y, a C corporation, in a merger qualifying as a reorganization under Sec. 368(a)(1)(A). Prior to the merger, A, an individu...

Forced Divestiture Of FOX's "RSNs" Will Result In "Tax Leakage": June 29, 2018 - Bulletin Print Report; The Antitrust Division of the U.S. Department of Justice, ("DOJ"), has cleared the pending acquisition by The Walt Disney Company, ("DIS") of Twenty-First C...

Removal Of Spent Nuclear Fuel Is Not "Decommissioning": June 29, 2018 - Bulletin Print Report; NextEra Energy, Inc., ("NE"), operates nuclear power plants. Nuclear reactors are powered by "fuel assemblies" that contain rods of enriched uranium. Over t...

Paying "Shareholder" Expenses Produces Constructive Dividends: June 29, 2018 - Volume 12 Issue 125 Print Report; All of the stock of X Corporation, (X), was owned by A, an individual. Y Corporation, (Y), a widely held corporation, acquired all of the stock of X in exchange for i...

MSG Eyes Another Spin-Off: June 28, 2018 - Bulletin Print Report; The Madison Square Garden Company, ("MSG"), announced the other day that its board of directors has authorized management "to explore a possible spin-off that wo...

PF Shareholders Will Be Taxed On All Of The Merger Consideration: June 28, 2018 - Bulletin Print Report; Where the acquirer in a business combination uses its stock as part of the merger consideration, the determination of whether such stock can be received on a tax-free basis dep...

Wrongful Death Damages Not a Casualty Loss: June 28, 2018 - Volume 12 Issue 124 Print Report; On December 5, 2002, Mr. Pang, (P), was involved in an automobile accident inwhich hestruck a pedestrian with his vehicle. The pedestrian later died as a...

Taxpayer Not Required To Capitalize Commitment Fees: June 27, 2018 - Bulletin Print Report; The taxpayer, ("TP"), entered into a revolving credit agreement (the "Agreement"), with a consortium of lenders for a term of five years. Under the Agreemen...

FOX/DIS Avoids Withholding By Adopting The "LaQuinta" Approach: June 27, 2018 - Bulletin Print Report; The revised S-4 Registration Statement for the historic business combination of Twenty-First Century Fox, Inc., ("FOX") and The Walt Disney Company, ("DIS")...

Greystar To Achieve A Basis Step-Up: June 27, 2018 - Bulletin Print Report; An affiliate of Greystar Real Estate Partners, GSHGIF LTP, L.P., ("G"), has entered into an agreement to acquire Education Realty Trust, Inc., ("ERT"), a co...

Law Librarian Denied Law School Education Deductions: June 27, 2018 - Volume 12 Issue 123 Print Report; Petitioner, (P), has been an academic and court law librarian for 25 years. She is currently the Dakota County Law Library Manager. As the Law Library manager, P'...

Electricity Producer Not A "Qualified New York Manufacturer": June 26, 2018 - Bulletin Print Report; Petitioner, ("P"), provides wholesale electricity through its wholly-owned limited liability companies, R and C. R and C are each disregarded entities. R operates a g...

The S.E.C.'s Administrative Law Judges Are "Officers Of The U.S.": June 26, 2018 - Bulletin Print Report; The Securities and Exchange Commission, ("S.E.C."), has statutory authority to enforce the nation's securities laws. One way it can do so is by instituting an adm...

Membership Interests Constitute "Stock": June 26, 2018 - Volume 12 Issue 122 Print Report; P is a State A nonprofit corporation that is exempt from Federal income taxation under Sec. 501(c)(3) of the Internal Revenue Code. P represents that it is a "pu...

Nexus No Longer Dependent Upon Physical Presence: June 25, 2018 - Bulletin Print Report; South Dakota, ("SD"), has a sales tax. It taxes the retail sales of goods and services in the State. Sellers are required to collect and remit this tax to the Departm...

Can FOX Avoid Withholding Tax For Its Foreign Shareholders?: June 25, 2018 - Bulletin Print Report; The transaction in which Twenty-First Century Fox, Inc., ("FOX"), will be absorbed by The Walt Disney Company, ("DIS"), will be preceded by a spin-off of Ne...

Taxpayer Entitled To "Bonus" Depreciation: June 25, 2018 - Volume 12 Issue 121 Print Report; Mr. G, ("G"), purchased solar equipment situated on three "host" properties. Under the purchase agreement, G agreed to buy the solar equipment on host prope...

DIS And FOX Revise The Structure Of Their Deal: June 22, 2018 - Bulletin Print Report; The Walt Disney Company's revised offer for Twenty-First Century Fox, Inc., ("Parent and the "Company," respectively), also includes a change in the structur...

Stock Options Are Not "Monetary Remuneration": June 22, 2018 - Bulletin Print Report; Congress adopted the Railroad Retirement Tax Act, ("RRTA"), of 1937. That legislation federalized private railroad pension plans. Under the law's terms, private r...

"Mansion Tax" Found Applicable: June 22, 2018 - Volume 12 Issue 120 Print Report; On March 26, 2007, FJR, as buyer, entered into a Contract For Sale of Government Real Property for 34-44 Chestnut Hill Drive, Upper Brookville, New York with EG&G...

MCI Cannot Recoup Lost Depreciation Deductions: June 21, 2018 - Bulletin Print Report; In this appeal we are, the court said, asked to determine whether the New Jersey Corporation Business Tax Act, N.J.S.A. 54:10A-1 to -40 permits a corporate taxpayer to reduce i...

Sec. 1031 Applies to Swap of Water Rights for Farm Land: June 21, 2018 - Volume 12 Issue 119 Print Report; TP, an individual, is engaged in the business of farming. TP owns a right to pump ground waterfrom Aquifer for irrigation purposes. TP's water rights are li...

DIS Ups The Ante: June 20, 2018 - Bulletin Print Report; As expected, the Walt Disney Company, ("DIS"), in response to the overture made by Comcast, has signed an amended acquisition agreement with Twenty-First Century Fox,...

Parent's Contribution To "Troubled" Subsidiary Not Deductible: June 20, 2018 - Bulletin Print Report; BJP conducted fracking services in Russia through a Russian subsidiary, BJR. BJR agreed to provide pressure pumping services to TB in the Siberian oil fields. TB was a joint ve...

Retroactive "Volume Discounts" Do Not Reduce Sales Tax Liability: June 20, 2018 - Bulletin Print Report; Petitioner manufactured and sold asphalt to customers who picked up the material at petitioner's facility. Generally, the asphalt is sold at a "posted price" and...

Right To Have Stock Redeemed Is Not "Boot": June 20, 2018 - Volume 12 Issue 118 Print Report; Company, (C), is a domestic corporation engaged in the business of holding and developing real estate. C has outstanding one class of common stock of which 50 percent...

Tax Court Countenances Double Taxation: June 19, 2018 - Bulletin Print Report; Palisades Health Care IN, ("PA"), is an 'S' corporation organized under the laws of Colorado. Petitioners, ("Ps"), were the sole owners of PA. Color...

Determining the Basis of "Demutualized" Shares: June 19, 2018 - Volume 12 Issue 117 Print Report; Plaintiffs purchased life insurance policies with "the Companies" all of which were mutual insurance companies. Mutual insurance companies issue no stock an...

Leveraged Partnerships Are "Back On The Table": June 18, 2018 - Bulletin Print Report; One of the more popular techniques for divesting assets on a tax-advantaged basis was the so-called "leveraged partnership" strategy. The most well-known leveraged pa...

SUPERVALU Attempts To "Monetize" Its Capital Loss Carryover: June 18, 2018 - Bulletin Print Report; SUPERVALU, Inc., ("SU"), recently announced a complex transaction which, apparently, has as its aim (i) the eventual divestiture of its Retail operations, and (ii) th...

"Green" Couple Denied NYS Solar Energy System Equipment Credit: June 18, 2018 - Bulletin Print Report; Petitioners, New York State residents, claimed a tax credit for "qualified solar energy system equipment expenditures" on their 2012 New York State tax return. The ex...

Taxation Of Debt For Debt Exchanges: June 18, 2018 - Volume 12 Issue 116 Print Report; In 1973, a domestic corporation issued, at face value of $1,000x each, bonds, ("old bonds"), that were convertible into 30x shares of common stock at the election of...

Filing Status Choice Deprives Taxpayer Of "Insolvency Exception": June 15, 2018 - Bulletin Print Report; For 2012, the taxpayer, ("TP"), and her spouse, ("H"), elected "married filing separately" status to report their income for federal and Indiana i...

Fixed Obligation To Pay Interest Found: June 15, 2018 - Volume 12 Issue 115 Print Report; In accordance with a plan of reorganization,the taxpayerissued to creditors $2,836,400 16-year, five percent Cumulative Convertible Income Debentures (the...

AT&T And Time Warner Are Now Poised To Merge: June 14, 2018 - Bulletin Print Report; It looks as though the transformative AT&T, Inc., ("T"), acquisition of Time Warner, Inc., ("TWI"), can now proceed. We do not believe that there have b...

Corporation Cannot Transfer "Personal" Goodwill: June 14, 2018 - Volume 12 Issue 114 Print Report; On April 14, 1982, B, an individual, organized BT. B owned 100 percent of the stock of BT. B did not have an employment contract with BT; and he never signed a noncompete agree...

Lockheed Martin's Receipts From Sales Of F-16s Sourced To Texas: June 13, 2018 - Volume 12 Issue 113 Print Report; The Arms Export Control Act, ("AECA"), restricts sales of U.S.-made military goods and services to foreign nations "so as to ensure consistency with U.S. foreign...

Telecom "Products" Found To Be "Services": June 13, 2018 - Bulletin Print Report; NTS Communications, Inc., ("NTS"), is a telecommunications provider based in Lubbock, Texas. It offers its customers Internet access, landline telephone service, and...

Guaranteeing Exchange Treatment For AABA's Redemption: June 13, 2018 - Bulletin Print Report; Altaba, Inc., ("AABA"), as everyone is well aware, is offering to repurchase approximately 24 percent of its outstanding stock. Unlike a conventional self-tender offe...

Hedge Fund Manager Denied Deduction For Legal And Professional Fees: June 12, 2018 - Bulletin Print Report; Mr. Sky M. Lucas, ("P"), formed Vicis Capital, LLC, ("V"), with two other partners in 2004; each such partner owned a one-third interest in V. V was an inve...

Tuition Waiver Benefit Included In Gross Income: June 12, 2018 - Volume 12 Issue 112 Print Report; Petitioner, ("P"), worked in the computer information services department of Tulane University, ("TU"), from February 8, 1985 to June 7, 1991. TU was forced...

North Carolina Cannot Tax The Income Of A "Foreign" Trust: June 12, 2018 - Bulletin Print Report; The Joseph Lee Rice, III Family 1992 Trust was created in New York in 1992 for the benefit of the children of Joseph Lee Rice. Mr. Rice, of course, is the legendary co-founder...

I.R.S. Finalizes "May Department Store" Regulations: June 11, 2018 - Bulletin Print Report; Where a corporation distributes appreciated property to a shareholder in a distribution to which subpart A applies, the corporation must recognize gain as if the distributed pr...

AABA Still Positioned To Effect A "Tax Efficient" Transaction: June 11, 2018 - Bulletin Print Report; Although Altaba, Inc., ("AABA"), will be engaging in a taxable disposition of nearly 100 million shares of its Alibaba Group, ("BABA") stock, we are encoura...

Valuing a Covenant Not To Compete: June 11, 2018 - Volume 12 Issue 111 Print Report; CL owned and operated BDC, a wholesale beer distributorship in northern Minnesota. In 1992, CL sold BDC to BBL for $2,017,461. The parties allocated the purchase pric...

"Usufruct" Not Subject To Real Estate Taxation: June 8, 2018 - Bulletin Print Report; The City of Atlanta, which owns the Hartsfield-Jackson Atlanta International Airport, (the "Airport"), entered into two seven-year agreements, one with each plaintiff...

AABA Still Mulling A "RIC" Conversion: June 8, 2018 - Bulletin Print Report; Buried within Altiba, Inc.'s, ("AABA" or the "Fund"), tender offer document was the revelation that AABA, apparently, is still considering the possibili...

Foreign Owned U.S. Corporation Not Subject to "AET": June 8, 2018 - Volume 12 Issue 110 Print Report; C is a wholly-owned subsidiary of H. Each of C and H is a domestic corporation. C owns a 50 percent interest as general partner in a U.S. general partnership which owns and man...

Altaba Opts For "Tax Leakage": June 7, 2018 - Bulletin Print Report; Has Altaba, Inc., ("AABA"), given up the ghost as respects the "tax-efficient" monetization of its holdings in Alibaba Group Holding Ltd., ("BABA"...

Stock Offering Does Not Affect Qualification Of Spin-Off: June 7, 2018 - Volume 12 Issue 109 Print Report; Distributing, a Country entity, is widely held and publicly traded. Distributing, directly and indirectly, owns foreign and domestic entities, including Controlled, that are en...

Earn-Out Consideration Must Consist Primarily Of Voting Stock: June 6, 2018 - Volume 12 Issue 108 Print Report; Parent owns all of the stock of Merger Sub, ("M-S"), and C1. C1 owns all of the stock of C2. C2 owns all of the stock of C3. C3 owns all of the interests in LLC1 and...

Another MLP "Rollup" Planned: June 6, 2018 - Bulletin Print Report; One of the central themes of the Tax Cuts and Jobs Act, (the "Act"), has been the incorporation of MLPs, an event apparently precipitated by the large gap between cor...

When Does An Exchange Have "The Effect" of a Dividend?: June 5, 2018 - Volume 12 Issue 107 Print Report; The taxpayer, (TP), was the sole shareholder of Basin Corporation, (B). An agreement providing for a "forward triangular merger",in whichB would...

"Statement Respecting Financial Condition" Of Debtors: June 5, 2018 - Bulletin Print Report; Respondent, ("R"), hired Petitioner, ("P"), a law firm, to represent him in a business litigation. R fell far behind on his legal bills. R, however, told P...

Kinder Morgan To Sell Pipelines To The Canadian Government: June 5, 2018 - Bulletin Print Report; Kinder Morgan, Inc., ("KMI"), and Kinder Morgan Canada, Ltd., ("KML"), are affiliated, but in an unconventional way. KMI owns "special voting shares&qu...

KLXI Will Not Assert The "Integrated Transaction Doctrine": June 4, 2018 - Bulletin Print Report; KLX, Inc., ("KLX"), recently entered into a definitive merger agreement to be acquired by The Boeing Company, ("B"). A wholly-subsidiary of B will be newly...

DIS/FOXA Deal Hinges On "Skadden Opinion": June 4, 2018 - Bulletin Print Report; The proxy materials issued in connection with the historic "Morris Trust" transaction involving The Walt Disney Company, ("Disney"), and Twenty-First Centur...

"Statutory Employees" Can Use Schedule C: June 4, 2018 - Bulletin Print Report; In 2012, Mr. F worked as a consultant for Space Systems Loral, ("L"). He entered a contract to provide consulting services to L through WV, a temporary employment age...

Spinco Stock Not "Other Property Or Money": June 4, 2018 - Volume 12 Issue 106 Print Report; X corporation has been engaged in the active conduct of two separate and distinct businesses--(i) toy manufacturing; and (ii) hand tool manufacturing--for well in excess of fiv...

Truck Exempt From "Transaction Privilege Tax": June 1, 2018 - Bulletin Print Report; Empire Southwest LLC, ("E"), is an equipment retailer operating in Arizona. In 2014, E sold a truck, (the "Truck"), to the Pinto Valley Mine, (the "Min...

Ineligible Shareholder Terminates 'S' Corporation Status: June 1, 2018 - Volume 12 Issue 105 Print Report; KH died on January 30, 2000. KH was the grantor of the HLT, a revocable trust. Upon KH's death, the HLT became irrevocable and known as the HLT-AT ("AT"...

Supreme Court Upholds Federal Arbitration Act: May 31, 2018 - Volume 12 Issue 104 Print Report; Ernst & Young and one of its junior accountants, SM, entered into an agreement providing that they would arbitrate any dispute that may arise between them. After his employ...

Dealer's Motor Vehicles Subject To Massachusetts Corporate Excise: May 31, 2018 - Bulletin Print Report; Dealer is a "QSub." Dealer is a wholly owned subsidiary of Parent, which is an 'S' corporation for both federal and Massachusetts tax purposes. Parent is subj...

Broadcaster's Sale Was Under Threat Or Imminence Of Condemnation: May 31, 2018 - Bulletin Print Report; Company, ("C"), is a global media and entertainment company. TP, C's wholly owned subsidiary, is a member of an affiliated group filing a consolidated federal inc...

Private Equity Firm Not Doing Business In Detroit: May 30, 2018 - Bulletin Print Report; A private equity firm, Huron Capital Partners LLC, ("Huron"), solicited investors to acquire partnership interests in a limited partnership, The Huron Fund II, L.P.,...

Update On Renren Inc.'s Unusual Spin-Off: May 30, 2018 - Bulletin Print Report; Renren, Inc., ("RENN"), a Cayman Islands corporation, is preparing to distribute, to certain of its shareholders, the stock of a newly-created Cayman Islands subsidia...

California 'S' Corporation Cannot Avoid "Gains" Tax: May 30, 2018 - Volume 12 Issue 103 Print Report; In June, 1989, Golden West Health Plan, Inc. (GW) filed an election to be treated as an 'S' corporation. The income of an 'S' corporation is not taxed...

Plan To Avoid New York's "RETT" Thwarted: May 29, 2018 - Bulletin Print Report; Petitioner, ("P"), and SLG acquired real estate in New York City (located at 2 Herald Square in Manhattan) in 2007 as tenants-in-common. P held an undivided 45 percen...

What Disney Can Learn From The Shire/Baxalta Experience: May 29, 2018 - Bulletin Print Report; On July 1, 2015, Baxter International, Inc. distributed slightly more than 80 percent of the stock of Baxalta, Inc., ("B"), to its shareholders in a transaction inten...

Control Means Direct Ownership of Stock: May 29, 2018 - Volume 12 Issue 102 Print Report; X's common stock consists of shares of Class A stock and shares of Class B stock, evenly divided. These shares have equal voting and liquidation rights. They diff...

G.E.'s Morris Trust Transaction Bears A Close Resemblance To FOX's: May 25, 2018 - Bulletin Print Report; Westinghouse Air Brake Technologies Corporation, ("WAB"), has entered into a definitive agreement to combine with GE Transportation, ("SpinCo"), a unit of G...

"Bad" 'B' Reorganization Gives Rise To a QSP: May 25, 2018 - Volume 12 Issue 101 Print Report; ACQ is the common parent of an affiliated group of corporations that files a consolidated return (the "ACQ Group"). ACQS is a member of the ACQ Group....

Intercompany Interest Cannot Be Deducted In New Jersey: May 24, 2018 - Bulletin Print Report; Plaintiff, Kraft Foods Global, Inc., ("KG"), is a wholly owned subsidiary of Kraft Foods, Inc., ("KF"). Between 2001 and 2004, KF made no fewer than six pub...

Can Disney Offer Cash And Stock For Fox?: May 24, 2018 - Bulletin Print Report; The difference between the Disney offer and the rumored Comcast offer for Fox boils down to taxes. In each case, the preliminary spin-off, because it runs afoul of Sec. 355(e),...

Optionee Constructively Owns Stock Owned By Adoptive Relatives: May 24, 2018 - Volume 12 Issue 100 Print Report; This case presents the novel issue of whether or not a taxpayer who has received a stock option from a corporation should be considered as owning the stock held by an adoptive...

Fifth Third Bancorp Will Acquire MB Financial, Inc.: May 23, 2018 - Bulletin Print Report; Fifth Third Bancorp, ("FTB"), has entered into a plan and agreement pursuant to which it will acquire the properties (not the stock) of MB Financial, Inc., ("MBF...

Financial Counseling Fees Paid By Employer Are Gross Income: May 23, 2018 - Volume 12 Issue 99 Print Report; TP, an executive of a large corporation, was provided with financial counseling by a professional financial counseling firm that was engaged by the corporation for th...

Payment For Waiver Of Right Of First Offer Is "Good" REIT Income: May 22, 2018 - Bulletin Print Report; Taxpayer, ("TP"), intends to operate in a manner that qualifies as a real estate investment trust, ("REIT"). TP owns 100 percent of GP, a disregarded entity...

Depletion Requires an "Economic Interest" in Minerals In Place: May 22, 2018 - Volume 12 Issue 98 Print Report; The taxpayer, (TP), an individual, is employed by Company, (C). C has created a "Bonus Pool plan" fora number of itskey employees. &nb...

Wyndham Worldwide Corporation To Separate Its Businesses: May 21, 2018 - Bulletin Print Report; Wyndham Worldwide Corporation, ("D"), is engaged in the active conduct of two separate businesses, hotel franchising and management, and the development and marketing...

Spirit Realty Capital Will Be Engaging In A "Taxable" Spin-Off: May 21, 2018 - Bulletin Print Report; On May 31, 2018, Spirit Realty Capital, ("SRC"), a real estate investment trust, ("REIT"), will be distributing to its shareholders all of the stock of its...

Dramatic and Musical Arts Performances: May 21, 2018 - Volume 12 Issue 97 Print Report; Petitioner, (P), is a trapeze artist who performs "aerial skills" under the following circumstances-- --when hired as an independent contractor by...

Basis Denied A Guarantor Of 'S' Corporation's Debt: May 18, 2018 - Bulletin Print Report; S was a 50 percent shareholder in OA, an 'S' corporation specializing in real estate development. R, S's husband, was an employee of OA. OA obtained bank loans to f...

Barter Transactions: May 18, 2018 - Volume 12 Issue 96 Print Report; Company, (C), is engaged in the newspaper business in City. C plans to conducta "food drive." Canned and dried foods will be solicited from clubs, org...

NLY/MTGE To Engage In A "Cash-Option" Merger: May 17, 2018 - Bullletin Print Report; Annaly Capital Management, Inc., ("NLY"),, a REIT, and MTGE Investment Corporation, ("MTGE"), recently announced the signing of a definitive merger agreemen...

WMB And ENB To "Roll Up" Their MLPs: May 17, 2018 - Bulletin Print Report; Williams, (WMB), and Williams Partners, L.P., (WPZ), announced an agreement (similar to their May 2015 agreement that, because of the intervention of the ill-fated ETE transact...

"Enhanced" Delivery Services Produce "Physical Presence": May 17, 2018 - Bulletin Print Report; "Enhanced" delivery services...generally includes any activity that "significantly exceeds the basic delivery of goods to the buyer thereof." For example, a...

Fulfillment Services Exemption Not Applicable: May 17, 2018 - Volume 12 Issue 95 Print Report; P is a Virginia corporation with headquarters in Pennsylvania. P uses asales force of approximately 16 independent contractors located in New York State, (NYS)....

Manufacturer's Receipts "Sitused" To Ohio: May 16, 2018 - Bulletin Print Report; SMK Industries, Ltd., ("SMKI"), after an audit, was assessed a deficiency by the Ohio Department of Taxation for unpaid commercial activity taxes, ("CAT"),...

Exchanging Stock For Voting Trust Certificates: May 16, 2018 - Volume 12 Issue 94 Print Report; TP was one of the original organizers of M Corporation, (M), and received "6Y" shares of no par value common stock of M for services he rendered to M....

I.R.S. To Address "GILTI" Foreign Tax Credit Issue: May 15, 2018 - Bulletin Print Report; One of the provisions contained in the Tax Cuts and Jobs Act, which was specifically designed to arrest the "erosion of the U.S. tax base," was the aptly named "...

Flight Attendant's Reach Exceeded Her Grasp: May 15, 2018 - Volume 12 Issue 93 Print Report; Petitioner, (P), was a U.S. citizen and a bona fide resident of Hong Kong. She worked as a flight attendant for United Airlines, (UA), on international flights based...

Shire's Scheme Of Arrangement Will Not Qualify As A Reorganization: May 14, 2018 - Bulletin Print Report; Takeda Pharmaceutical Company, Ltd., ("TPC"), and Shire plc, ("SH"), have agreed to engage in a business combination that will see the former TPC shareholde...

Unsolicited Property Is Includible In Gross Income: May 14, 2018 - Volume 12 Issue 92 Print Report; Tserves on the Board of Supervisors of County. Among the duties of the Board of Supervisors is the supervision of a stadium owned by County. The principal tenan...

Massachusetts Follows Sec. 338(h)(10) Fiction: May 11, 2018 - Bulletin Print Report; P and T both manufacture "X." On Date 1, P acquired 100 percent of the stock of T. Prior to the transaction, T took Massachusetts economic opportunity area credits (&...

Redemption of Preferred Stock Is Equivalent To a Dividend: May 11, 2018 - Volume 12 Issue 91 Print Report; TP is an irrevocable trust and holds shares of C, a family owned corporation. As of November 2, 1995, C had three classes of stock outstanding; nonvoting common stock...

IFF's Stock Will Be Taxable: May 10, 2018 - Bulletin Print Report; International Flavors & Fragrances, Inc., ("IFF"), and Frutarom Industries Ltd., ("FRUT"), a company organized under the laws of Israel, have entered in...

Wife Denied Virginia Preservation Tax Credit: May 10, 2018 - Volume 12 Issue 90 Print Report; The Taxpayers, a husband and wife, claimed $100,000 of Virginia Land Preservation Tax Credit (the "Credit") on the joint 2009 Virginia income tax return. Th...

Bonus Depreciation Not A Factor In Determining "RBIGs": May 9, 2018 - Bulletin Print Report; Sec. 382 of the Internal Revenue Code addresses the problem of "trafficking" in losses. The section provides that, after an ownership change (withi...

Tax Implications Of A Comcast Deal For Twenty-First Century Fox: May 9, 2018 - Bulletin Print Report; The deal struck by Twenty-First Century Fox, Inc., ("FOX"), and The Walt Disney Company, ("DIS"), is relatively tax-efficient. It features a preliminary spi...

Prior Business Found To Have Been Discontinued: May 9, 2018 - Volume 12 Issue 89 Print Report; In 1945, SRC was formed to own and manage rental property, including a property called the WS property, in Milwaukee, Wisconsin. The father of petitioner, (P), owned...

Tax Profile Of Recently Announced Transactions: May 8, 2018 - Bulletin Print Report; 1. KLX, Inc./Boeing--KLX will spin-off "unwanted assets," i.e., the "ESG" business, and, as part of the overall plan, Boeing will acquire the stock of KLXI...

How Will Nestle And Starbucks Be Taxed?: May 8, 2018 - Bulletin Print Report; Nestle SA and Starbucks Corporation announced a momentous agreement which dramatically alters the business profile of each corporation. Nestle will be granted "perpetual r...

Direct Ownership Not Compromised By "SSA": May 8, 2018 - Volume 12 Issue 88 Print Report; USP is the common parent of an affiliated group of corporations that join in filing a consolidated income taxreturn. USP is a wholly owned subsidiary of Foreign...

Deferred Foreign Income Inclusion Does Not Terminate MLP Status: May 7, 2018 - Bulletin Print Report; X was organized on Date 1 as a limited partnership. X is a "publicly traded partnership," i.e., an "MLP." On Date 2, X acquired a substantial, but non-contr...

New York Expands The Definition Of "New York Source Income": May 7, 2018 - Bulletin Print Report; The definition of "New York source income" of a nonresident individual was recently expanded in two ways.* First, the definition was expanded to include the gain or l...

When A Debtor Merges Into Its Creditor: May 7, 2018 - Volume 12 Issue 87 Print Report; In a prior transaction unrelated to the present statutory merger, X purchased from certain banks, at a cost of $20,000, outstanding notes of Y in the unpaid face amou...

KKR Will Become A C Corporation: May 4, 2018 - Bulletin Print Report; The Tax Cuts & Jobs Act, (the "Act"), dramatically reduced corporate tax rates, from 35 percent to 21 percent. By contrast, individual tax rates, at the highest l...

Grantors and Fiduciaries and Sec. 267: May 4, 2018 - Volume 12 Issue 86 Print Report; P Corporation, (P), establisheda pension plan for its employeesas well as forthose of its affiliated corporations. The plan and the accompanying tru...

Walmart Will Realize A Loss On the "Sale" Of Asda Group: May 3, 2018 - Bulletin Print Report; Walmart, Inc., ("W"), owns all of the stock of Asda Group Ltd., ("AGL"). Recently, W announced its intention to dispose of its investment in AGL, but will d...

Pre-Spin Off Control Annexation Respected: May 3, 2018 - Volume 12 Issue 85 Print Report; X and Y were corporations engaged in manufacturing. A and B each own 50 percent of the X stock. A owned 25 percent of the Y stock, and X owned the remaining 75 percen...

ILG To Be Acquired Nearly Two Years After Its "RMT" Transaction: May 2, 2018 - Bulletin Print Report; On May 11, 2016, Starwood Hotel & Resorts Worldwide, Inc., ("Starwood"), spun off the stock of its subsidiary, Vistana Signature Experiences, Inc., ("Vistana...

KLXI To Undertake A "Cash" Morris Trust Transaction: May 2, 2018 - Bulletin Print Report; KLX, Inc., ("KLXI"), is selling its "ASG" business to The Boeing Company, ("B"). However, B has no interest in acquiring or operating KLXI's o...

Bulk Sale of Inventory Does Not Produce "Business Receipts": May 2, 2018 - Volume 12 Issue 84 Print Report; The petitioner, (P), a Rhode Island 'S' corporation, was a family-owned corporation engagedin the business of distributing products from its warehouse i...

Merger Agreement Discloses Unusual Format For S/TMUS Combination: May 1, 2018 - Bulletin Print Report; The historic combination of Sprint Corporation, ("S"), and T-Mobile US, Inc., ("TMUS"), will be accomplished in an unorthodox manner. It is the overriding o...

MPC And ANDV To Engage In A "Two-Step" Merger: May 1, 2018 - Bulletin Print Report; Marathon Petroleum Corporation, ("MPC"), and Andeavor, ("ANDV"), have entered into a definitive merger agreement "under which MPC will acquire all of A...

Who Is Entitled To A Tax Refund?: May 1, 2018 - Volume 12 Issue 83 Print Report; At the time the petition in bankruptcy was filed, the bankrupt was a wholly owned subsidiary of WDM and WDM was an unsecured creditor of the bankrupt in the sum of $4...

Is A "Cross-Border" RMT Transaction A Device?: April 30, 2018 - Bulletin Print Report; Distributing, ("D"), a publicly traded State A corporation, is the parent of a worldwide group of corporations. Prior to the Transaction, D and its subsidiaries were...

What Becomes Of Sprint's Net Operating Losses?: April 30, 2018 - Bulletin Print Report; As everyone knows by now, Sprint Corporation, ("S"), the parent of Sprint Communications, Inc., and T-Mobile US, Inc., ("TMUS"), have agreed to a merger (we...

"Untimely" Liquidation Qualified For Sec. 332 Non-Recognition: April 30, 2018 - Volume 12 Issue 82 Print Report; CB, Inc., (CB), owned all of the outstanding preference shares and 80 percent of the common shares of CB, Ltd., (CBL), an English corporation. &...

"CAT" Credit Unaffected By Excluded COD Income: April 27, 2018 - Bulletin Print Report; Ohio's 2005 tax reform provided for a phase out of the franchise tax and a phase in of its replacement, the commercial activity tax, ("CAT"). Because the CAT is a...

A Sale and Purchase Within 30 Days Is Not a Wash Sale: April 27, 2018 - Volume 12 Issue 81 Print Report; Advice has been requested from the I.R.S.whether the provisions of Sec. 1091 of the Internal Revenue Code, the so-called "wash sale rules," will opera...

Art Is Not Fungible: April 26, 2018 - Volume 12 Issue 80 Print Report; A fire occurred in the residence then occupied by the taxpayers. There was substantial damage visited upon an art collection maintained by the taxpayers consisting of 3,000 lit...

Takeda And Shire Are Headed To The Altar: April 25, 2018 - Bulletin Print Report; The board of Shire PLC received another revised proposal from Takeda Pharmaceutical Co. Ltd. regarding Takeda's desire to acquire Shire PLC. This latest proposal, unlike th...

VZW's Equipment Not Used In Providing Telecommunications Services: April 25, 2018 - Bulletin Print Report; Petitioner, Cellco Partnership d/b/a Verizon Wireless, provides wireless cellular telecommunications services to more than 100 million customers nationwide. Petitioner owns a &...

Income From A "Rabbi Trust" Is Not Business Income: April 25, 2018 - Volume 12 Issue 79 Print Report; M is a Mississippi corporation that is bothdomiciled and headquartered in Mississippi. M is a contractor whose primary focus is managing the U.S. Department of...

Refunds And Rebates Constitute "Good" REIT Assets And Income: April 24, 2018 - Bulletin Print Report; Taxpayer, ("TP"), is a real estate investment trust, ("REIT"), under Sec. 856 of the Code. TP owns "A%" of the interests in Partnership, ("PS...

Tax Refund Includible In Gross Income: April 24, 2018 - Volume 12 Issue 78 Print Report; Seller, (S), the common parent of a consolidated group, sold 100 percent of the stock of Sub 1 and Sub 2 to Buyer, (B). B is the common parent ofanother consoli...

HSIC To Engage In An "RMT" Transaction: April 23, 2018 - Bulletin Print Report; Henry Schein, Inc., ("HSIC"), and Direct Vet Marketing, Inc., ("DVM"), have announced their intention to engage in a "Reverse Morris Trust," (&quo...

Sale Made Under "Threat Or Imminence" Of Condemnation: April 23, 2018 - Bulletin Print Report; Taxpayer, ("TP"), is a wholly owned subsidiary of Parent, ("P"). P is a television broadcasting company. TP owns and operates "Station," a full-po...

WFC's Settlement Payment Is Not Tax-Deductible: April 23, 2018 - Bulletin Print Report; Wells Fargo & Company, ("WFC"), has signed another consent order, this time with the Consumer Financial Protection Bureau, ("CFPB"), and the Office of t...

New Insurance Policy Subject to Expense Disallowance Rule: April 23, 2018 - Volume 12 Issue 77 Print Report; On January 3, 2000, TP, a corporation, purchased a life insurance policy ("OP") covering the life of Mr. A, an employee of TP, as of that date. Mr. A was no...

Separate And Distinct Businesses Found: April 20, 2018 - Volume 12 Issue 76 Print Report; OP was organized on November 8, 1956, for the purpose of conducting a hospital business. A hospital business was actively conducted by OP in Stockton, California, ("S"...

Driver's License Key To Ascertaining "Domicile": April 19, 2018 - Bulletin Print Report; The taxpayer, ("TP"), filed a Virginia nonresident individual income tax return for 2014. The Virginia Department of Taxation, (the "Department") was not ha...

Sales Not "Thrown Back" To Indiana: April 19, 2018 - Volume 12 Issue 75 Print Report; Taxpayer, ("TP"), is a manufacturer, fabricator, and distributor of products and services for the rail, construction, energy, and utility markets. An audit conducted...

Non-Resident Alien Subject To Sec. 453A: April 18, 2018 - Volume 12 Issue 74 Print Report; TP is a nonresident. Partnership, (PS), develops Product. PS is headquartered in State, where strategic direction, inventory, distribution and marketing decisions are...

I.R.S. Provides Guidance For Fiscal '18 Corporate Taxpayers: April 17, 2018 - Bulletin Print Report; Sec. 11(a) of the Internal Revenue Code imposes a tax on the taxable income of every corporation, ("corporate tax"). Prior to the changes made by the Tax Cuts and Job...

Has Dell Technologies, Inc. Abandoned The "Reverse" Merger?: April 17, 2018 - Bulletin Print Report; It has been r