On December 27, 2022, the Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-7 (the “Notice”) describing proposed regulations Treasury intends to issue to address certain aspects relating to the application of a new corporate alternative minimum tax (“CAMT”)—a 15% tax on the adjusted financial statement income (“AFSI”) introduced by the Inflation Reduction
1% Stock Buyback Tax: US Treasury, IRS Release Interim Guidance
On December 27, 2022, the US Treasury Department and the Internal Revenue Service (“IRS”) issued Notice 2023-2 (the “Notice”), which provides taxpayers interim guidance (until regulations are issued) on how the new 1% excise tax on stock-buybacks will be imposed and administered. The new 1% excise tax was enacted last summer as part of the…
US Inflation Reduction Act – Corporate Minimum Tax and Stock Repurchase Excise Tax
If you thought the recent price increase at your neighborhood store was inflation’s last flop, think again. The Inflation Reduction Act (“IRA”), which was signed into law by President Biden on August 16, 2022, is estimated to raise $739 billion over the decade. The IRA is financed primarily by several targeted tax increases. Revenues will…
On point. – Real Estate Investment Trusts (REITs)
Our latest On point. focuses on real estate investment trusts (“REITs”). Established in 1960, REITs were designed to democratize real estate investing by providing retail investors with the opportunity to obtain passive gains from large-scale, income-producing real estate and mortgage portfolios. REITs typically receive preferential tax treatment in the form of no entity-level tax and…
Equity capital markets in United States: regulatory overview (Global Guide 2020)
This guide provides an overview of the equity capital markets in the United States, including a discussion of IPOs and follow-on offerings, the principal exchanges and their listing requirements, as well as recent developments affecting the equity capital markets.
Debt capital markets in the United States: regulatory overview (Global Guide 2020)
This guide provides an overview of the debt capital markets, market activity, legal and regulatory requirements applicable to debt offerings in the United States, and recent developments affecting the debt capital markets.
Limited US Tax Guidance for Adding ARRC and ISDA Fallbacks
On Friday, October 9, 2020, the Internal Revenue Service released Revenue Procedure 2020-44 (the “Revenue Procedure”), providing retroactive but limited relief for amending specific types of legacy contracts to add fallback mechanics for the London Interbank Offer Rate or other Interbank Offer Rates. The fallback granted relief by the Revenue Procedure must rather strictly follow…
Reopenings: Issuing Additional Debt Securities of an Outstanding Series
This Lexis Practice Advisor practice note discusses reopenings of debt securities issuances. Companies frequently raise capital by issuing additional debt securities of the same series as debt securities outstanding under an existing indenture, often referred to as “reopening the indenture” or “reopening the series.”
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Debt Restructuring During the COVID-19 Pandemic – Key Tax Considerations
Businesses are under unprecedented stress due to the global COVID-19 pandemic. Many of these businesses need some form of relief on their debt obligations in order to avoid triggering defaults, foreclosures and collection activity during this extraordinary period of economic inactivity. There is no one way to structure a workout. The workout structure can be…
How to Structure a Tax-Efficient IPO: Benefits of the Up-C Structure
A partnership (or LLC) can go public in a highly tax-efficient manner by using an “Up-C” structure. An Up-C structure is composed of two entities: (1) a parent company, a C corporation (“PubCo”) which will be organized as a holding company, and (2) PubCo’s subsidiary, which is the partnership or LLC. The Up-C structure makes…