15 Nov 2022
Double the Fun: Learning about Double Merger Tax Solutions
It’s important to understand the tax benefits and drawbacks of basic corporate merger structures. The form of the merger is important as the structure of the transaction dictates both the rules that determine whether the merger will be tax-free and the tax effects if the transaction is not. This practice note provides an overview of the tax treatment of basic merger structures, the benefits of a reverse triangular merger, and the double merger solution.
Related Content
- Tax Free Acquisitions
Review key considerations for parties structuring acquisitions to achieve tax-free status for interest-holders. This practice note covers tax-free corporate reorganizations, Section 351 contributions, and tax-free partnership acquisitions.
- Tax Benefit Maximization in Mergers and Acquisitions
See how tax plays a crucial role in shaping the form of an acquisition. Achieving the desired tax goals will depend on whether a structure can be arranged that produces the desired tax consequences, achieves the desired business goals, and complies with other legal and regulatory requirements that apply to the transaction.
Legal Developments
- What IRS Funding Increase Means for Taxpayers
The Inflation Reduction Act allocates nearly $80 billion in additional funds to the IRS over the next 10 years, with over half of that amount allocated specifically to enforcement. On August 17, 2022, Treasury Secretary Janet Yellen requested the IRS to create a detailed plan for spending the funds allocated as part of the Inflation Reduction Act by February 17, 2023.
- Retirement Plan Sponsors Have Short 2022 Year-End Amendment List
With IRS Notices 2022-33 and 2022-45 recently extending several plan amendment deadlines, retirement plan sponsors now have few (if any) plan amendments to adopt before 2022 draws to a close.
- LB&I Memo Providing Updated Guidance on the Statute of Limitations on Section 965 Examinations
This article discusses the IRS Large Business and International (LB&I) division’s updated memorandum—LB&I-04-0922-0019—providing guidance regarding the extended statute of limitations for section 965 issues.
Practical Guidance Updates
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- Tax Key Legal Developments Tracker (Federal)
Stay informed on new developments:- Business Entities. IRS publishes the amounts of unused housing credit carryovers allocated to qualified states under R.C. § 42(h)(3)(D)for calendar year 2022. Rev. Proc. 2022-37.
- International Taxes. IRS issues internal advice memorandum (AM 2022-003) concluding that taxpayers cannot make advance payments of section 367(d) inclusions except in limited situations where a U.S. transferor receives boot in connection with the initial transfer of intangible property to a foreign corporation.
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- Share fundamental guidance with your firm’s new associates to help them sharpen their research and writing skills, get the inside scoop on associate survival, and hit the ground running in the tax practice area. Review the resources in the First Year Associate Resource Kit: Tax.
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