Alert. February By Barbara T. Kaplan
|
|
- Vincent McCormick
- 6 years ago
- Views:
Transcription
1 Amsterdam Atlanta Boca Raton Boston Chicago Dallas Delaware Denver Fort Lauderdale Los Angeles Miami New Jersey New York Orange County Orlando Philadelphia Phoenix Tallahassee Tysons Corner Washington, D.C. West Palm Beach Zürich California s Controversial New Anti-Tax Shelter Law Increases Penalties, the Statute of Limitations, Applies Retroactively and Its Limited Amnesty Runs Out on April 15, 2004 By Barbara T. Kaplan This law is intended to detect abusive transactions and to impose a chilling effect on the marketing of tax shelter products. On October 2, 2003, the Governor of California signed the Anti-Tax Shelter & Tax Avoidance Initiative, Senate Bill 614 and Assembly Bill This law is intended to detect abusive transactions and to impose a chilling effect on the marketing of tax shelter products. The law is broadly drafted and encompasses disclosure of many ordinary business transactions. Thus, the California Franchise Tax Board (the FTB ) will have to sift through the disclosures to identify the type of questionable transactions for which the legislation was intended. We expect that most of the transactions that will have to be disclosed will not cross over the line of allowability and will not merit enforcement. Although some transactions may be a close call and will have to be assessed on a case-by-case basis, taxpayers with listed transactions (those which have been identified in published guidance as abusive) face the greatest exposure to increased penalties just enacted. The California law is based largely on proposed Federal tax legislation but with a number of unique and highly controversial differences, which are described below. The law applies generally to California taxpayers, as well as to any tax shelter organized in California, doing business in California, deriving income from California, or if at least one of the investors is a California taxpayer. The law generally applies to any penalty assessed on or after January 1, 2004 for any open tax year. Because the new law is both broad in scope and retroactive in effect, it is sure to face challenge in the courts. The most significant provisions of the California anti-tax shelter law are: Increased Penalties. A significant increase in penalties for reportable transactions entered into on or after January 1, 2003 and transactions entered into after February 28, 2000 and before January 1, 2004, where the transaction becomes listed at any time. Note the retroactive effect of the info@gtlaw.com
2 penalty provisions, which is different from the proposed Federal legislation providing for increased penalties but only for transactions entered into on a prospective basis. Statute of Limitations. A doubling of the statute of limitations for abusive transactions from four years to eight years for tax returns filed after January 1, 2000 (i.e., 1999 tax returns and later). Amnesty Program. California is offering a brief amnesty program, known as the Voluntary Compliance Initiative (the VCI ), which allows eligible taxpayers to avoid all of the substantially increased penalties if, between January 1, 2004 and April 15, 2004, they (i) disclose abusive tax avoidance transactions for taxable years before 2003, (ii) waive any appeal, and (iii) pay the tax and interest due. Taxpayers are also given the option to participate in the VCI, reserving their right to appeal the tax consequences. Under this modified program, all penalties, with the exception of the accuracy-related penalty as in effect before this enactment, are waived. The VCI is similar to a Federal disclosure initiative that expired in April, The Federal program, however, was more liberal than the California program. Although the Federal initiative was availed of by a relatively small number of taxpayers (under 1,700), the Internal Revenue Service (the IRS ) has proclaimed it a success in exposing the names of previously unknown tax shelter promoters and abusive transactions. According to the FTB, as of January 7, 2004, the VCI program has already generated more than $30 million. The VCI program will probably be most attractive to taxpayers who participated in listed transactions. Because the new legislation will affect some prior transactions and the VCI will expire on April 15, 2004, taxpayers with possibly abusive tax shelter transactions should consider consulting a knowledgeable tax practitioner as soon as possible in order to determine their potential exposure and the best strategy for dealing with the new law. Interest Suspension. A suspension of interest and time-sensitive penalties on tax deficiencies begins 18 months after a timely filed return and ends 15 days after the FTB provides notice of the taxpayer s liability and the basis for it. The suspension provision applies to taxable years ending after October 10, No suspension is permitted, however, if the FTB notice is sent before the 18-month period runs or if the taxpayer has been contacted by the FTB after January 1, 2004 regarding the use of a potentially abusive tax shelter and the taxpayer has taxable income in excess of $200,000 (determined as of the date the FTB sends the notice). Attorney-Client Confidentiality. The protections of attorney-client confidentiality extend to state tax advice given by certified public accountants and certain other persons. This statutory amendment is modeled on the Federal statute; both statutes exempt communications relating to criminal tax matters and tax shelters. The amendment is effective for communications made on or after January 1, 2001 and expires on January 1, 2005, unless reenacted. Other key provisions of the new law are: Reliance on Tax Opinions. The new 20% understatement penalty does not apply if (i) the taxpayer discloses the transaction; (ii) there is or was substantial authority for the claimed tax treatment; and (iii) the taxpayer reasonably believed that the claimed tax treatment was more likely than not the proper treatment. Under the new law (effective for tax years beginning on or after January 1, 2003), a taxpayer may no longer rely on an opinion of a tax advisor to establish reasonable belief if the tax adviser who gave the opinion was or is a material advisor, is compensated by a material advisor, or has a contingent fee arrangement based on realizing tax benefits. A material advisor includes anyone who provided any material assistance or advice in organizing, promoting, selling, implementing or carrying out the transaction and who received a minimum fee of $250,000 in representing corporate clients or $50,000 in representing all others. The retroactive application of this provision to nullify a taxpayer s prior reliance on a tax opinion is bound to be challenged. Disclosure Requirements. Taxpayers who engaged in reportable transactions will have to disclose such Page 2
3 transactions to the FTB. There are six types of reportable transactions, as defined in existing IRS regulations. They are: (1) listed transactions, (2) loss transactions, (3) short holding period transactions, (4) transactions with tax loss protection, (5) confidential transactions, and (6) transactions with a significant booktax difference. However, as previously stated, many, if not most, reportable transactions are not abusive. Reportable transactions, other than listed transactions, have to be disclosed for tax years beginning on or after January 1, In addition, a taxpayer who invested in a transaction after February 28, 2000 and before January 1, 2004, where the transaction becomes a listed transaction at any time, is required to disclose the transaction. Confidential Transactions. The IRS regulations used to define a confidential transaction as a transaction sold on the express or implied understanding or agreement that the taxpayer not disclose the advisor s tax strategies. This definition of a confidential transaction was criticized as being overly broad. Accordingly, effective for transactions entered into after December 29, 2003, the IRS amended the definition of a confidential transaction. In particular, a confidential transaction is now defined as a transaction offered under conditions of confidentiality and for which the taxpayer has paid an advisor a minimum fee. A transaction is considered offered to a taxpayer under conditions of confidentiality if the advisor who is paid the minimum fee limits disclosure of the tax strategy/structure. A transaction is still treated as confidential where the conditions of confidentiality are not legally binding. In addition, a transaction that is proprietary or exclusive is not confidential if there is no limit on the disclosure of the tax treatment. The minimum fee is $250,000 if the taxpayer is a corporation, and $50,000 for all other taxpayers. Failure to Disclose Penalty. The penalty for failure to disclose a reportable transaction is $15,000 for high net worth individuals and for large entities. A high net worth individual is a person with a net worth in excess of $2 million, and a large entity is one with gross receipts in excess of $10 million. If the transaction was or becomes a listed transaction, the penalty for failure to disclose is increased to $30,000. This penalty applies for tax years beginning on or after January 1, The penalty also applies to a taxpayer who invested in a transaction after February 28, 2000 and before January 1, 2004, where the transaction becomes a listed transaction at any time. 100% Interest-Based Penalty. A new penalty doubles the amount of interest on a deficiency attributable to a potentially abusive tax shelter. The interest-based penalty applies to all notices of proposed assessments mailed on or after January 1, 2004 and is in addition to all other applicable penalties. Thus, this penalty has full retroactive effect. It remains to be seen if it will withstand judicial scrutiny. Amended Accuracy-Related Penalty. In the case of a C corporation that has been contacted by the FTB regarding the use of a potentially abusive tax shelter, the law reduces the threshold for application of the 20% accuracy-related penalty. In particular, this penalty applies to an understatement of tax that exceeds the lesser of (i) 10% of the correct tax or (ii) $5 million. This penalty cannot be added to the non-economic substance penalty or the new 20% understatement penalty. Non-Economic Substance Penalty. The law creates a new 40% penalty for understatements of tax attributable to non-economic substance transactions. The term lack of economic substance includes the disallowance of a loss, deduction or credit attributable to a transaction or arrangement that lacks economic substance, including a transaction or arrangement in which an entity is disregarded as lacking economic substance or if a taxpayer lacks a valid non-tax California business purpose for entering into the transaction. The law avoids codifying the term economic substance so its meaning remains subject to interpretation in each factual context presented to the FTB and the courts. If a transaction that lacks economic substance is adequately disclosed, the penalty is decreased to 20%. The penalty cannot be added to the new 20% understatement Page 3
4 penalty or the accuracy-related penalty. The noneconomic substance penalty applies to all open years so that taxpayers whose prior-year transactions are found to lack economic substance will be subject to the 40% penalty if they do not disclose the transaction prior to being contacted by the FTB. The following penalties apply to promoters, organizers, material advisors and/or tax preparers: Penalty for Failure to Maintain Investor Lists. Any seller, organizer or material advisor of a potentially abusive tax shelter entered into after February 28, 2000 must keep a list of all investors in the tax shelter in the form and manner prescribed by the FTB. If a potentially abusive tax shelter becomes a listed transaction at any time, then the seller, organizer or material advisor must automatically submit to the FTB all investor lists for any listed transaction entered into after February 28, 2000 by the later of: (i) 60 days after entering into the transaction, (ii) 60 days after the transaction becomes listed, or (iii) April 30, A material advisor who fails to provide an investor list within 20 days of a request from the FTB will be subject to a $20,000 per day penalty. However, the listing penalty will not apply to licensed attorneys for transactions entered into prior to January 1, 2004 if the attorney is a material advisor solely due to the practice of law, i.e., not as a promoter or a developer of the transaction. Penalty for Failure to Register Tax Shelter. Promoters and organizers of transactions that are entered into after February 28, 2000 and which become listed at any time are required to register the tax shelter with the FTB. Registration must be completed by the later of: (i) 60 days after entering into the transaction, (ii) 60 days after the transaction becomes listed or (iii) April 30, However, if the tax shelter was offered for sale between February 28, 2000 and January 1, 2004, and it is listed on or before January 1, 2004, it must be registered by April 30, The penalty imposed on an organizer, promoter or material advisor for failure to register a listed transaction is the greater of (i) $100,000 or (ii) 50% of the gross income that the organizer or material advisor received from the listed transaction. This is a strict liability penalty with no reasonable cause exception. The penalty for failure to register all other types of reportable transactions is $15,000. This penalty may be rescinded if certain circumstances are met. Increased Promoter Penalty. The law increases the existing penalty imposed on promoters of tax shelters if the promoter knew or should have known that any statements made with respect to the tax consequences of a potentially abusive tax shelter were false or fraudulent. The penalty is increased from $1,000 to 50% of the promoter s gross income from the transaction. The penalty applies to deficiencies assessed on or after January 1, 2004, and consequently applies to all open tax years. Tax Return Preparer Penalty (Amended). The law retroactively changes the standards and increases penalties for tax return preparers who understate a taxpayer s liability. Under the new law for potentially abusive tax shelters, the tax return preparer, in preparing a tax return, must have a reasonable belief that the tax treatment was more likely than not the proper treatment (i.e., a more than 50% chance of prevailing). The penalty amount is $1,000 or $5,000, depending on various circumstances. The penalty applies with respect to all open years for which a penalty is assessed on or after January 1, Options and Recommendations Taxpayers in the next few months will need to consider with their tax advisors whether to accept the VCI offer in order to avoid or minimize the penalty exposure. This determination will depend partly on whether the taxpayer entered into transactions after February 28, 2000, and whether such transactions are listed or are expected to become listed. If it is anticipated that the IRS or the FTB will identify the taxpayer s transaction as a listed transaction, the taxpayer will have to weigh the following considerations: (i) assessing the possibility of prevailing on the merits of the transaction or reaching a favorable settlement with the FTB and the IRS; (ii) conceding the position and paying the tax and interest to minimize penalties under the VCI offer; and (iii) assessing the risk of losing on the Page 4
5 merits and having to pay the increased penalties. The taxpayer will also have to take into consideration the eight year statute of limitations effective for returns filed after January 1, 2000, as there is a risk that a taxpayer s tax return may be audited during this time frame. Greenberg Traurig can assist taxpayers in evaluating the audit, disclosure, litigation and penalty risks of a taxpayers transactions, and can represent and defend taxpayers before California s Franchise Tax Board and the Internal Revenue Service. Practice Areas: Alternative Dispute Resolution ADA, Accessibility, Building and Life Safety Codes Antitrust Appellate Aviation and Aircraft Finance Biotechnology Corporate and Securities Executive Compensation and Employee Benefits Employment Law Energy and Natural Resources Entertainment Environmental Financial Institutions Global Trade Golf and Resort Governmental Affairs Government Contracts Health Business Immigration Intellectual Property International Land Use Litigation Public Finance Public Infrastructure Public Utility Real Estate Real Estate Operations Reorganization, Bankruptcy and Restructuring Structured Finance Tax Technology, Media and Telecommunications Trusts and Estates Page 5
6 Contact Information Please contact one of the following for more information: Amsterdam Bernard Stuivinga Peter van Langeveld Atlanta Allen D. Altman Michael P. Ring Boca Raton Jeffrey S. Kahn Marvin A. Kirsner Craig T. McClung Daniel D. Mielnicki Boston Daniel V. Bakinowski Joseph B. Darby III Jennifer Weiss Chicago Daniel L. Kraus Fort Lauderdale Francis B. Brogan, Jr. Paul B. McCawley Los Angeles Richard Davis Carol Perrin Gordon A. Schaller Miami Norman J. Benford Jerome M. Hesch Martin Kalb Steven B. Lapidus Mindy B. Leathe Norman H. Lipoff Gregory M. Marks Charles E. Skip Stiver, Jr. Diana S.C. Zeydel New Jersey Frederick M. Lappin Orlando Russell P. Hintze Joel D. Maser JoEllen Ross * Stephen G. Salley Philadelphia Rick L. Frimmer Michael L. Lehr Vanessa Albert Lowry Timothy D. Wolfe Phoenix Harry J. Friedman Tallahassee Fred F. Harris Tysons Corner Jonathan M. Forster Timothy J. Jessell Richard J. Melnick Delaware New York Washington, D.C. David W. Bunning Dallas Ronald P. Cima Craig A. Etter Jay I. Gordon Daniel P. Novakov Linda B. Hirschson West Palm Beach Barbara T. Kaplan Denver Tracy Green Landauer Jeffrey D. Mamorsky Zurich Rodney C. Atherton Steve Mastbaum Richard M. Petkun Charles A. Simmons Markus W. Barmettler David B. Spanier Mary F. Voce Kenneth Zuckerbrot *Not admitted to the practice of law. This GT ALERT is issued for informational purposes only and is not intended to be construed or used as general legal advice. Greenberg Traurig attorneys provide practical, result-oriented strategies and solutions tailored This GT ALERT tomeet is issued our clients for informational individual legal purposes needs. only and is not intended to be construed or used as general legal advice. Greenberg Traurig attorneys provide practical, result-oriented strategies and solutions tailored to meet our clients individual legal needs. Page 6
GT ALERT GREENBERG. February, NEW IRS GUIDANCE FOR TAXATION OF EQUITY SPLIT DOLLAR ARRANGEMENT
gtlaw.com gttechlaw.com gtabagados.com info@gtlaw.com GREENBERG ATTORNEYS AT LAW TRAURIG LLP GT ALERT NEW IRS GUIDANCE FOR TAXATION OF EQUITY SPLIT DOLLAR ARRANGEMENT ATLANTA BOCA RATON BOSTON CHICAGO
More informationGlobal Benefits & Compensation
Global Benefits & Compensation July 2007 ALBANY AMSTERDAM ATLANTA BOCA RATON BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LOS ANGELES MIAMI NEW JERSEY NEW YORK ORANGE COUNTY
More informationTax. IRS Provides Favorable Guidance on, and Parameters for, Convertible Bond Hedge Issuances
Tax October 2007 ALBANY AMSTERDAM ATLANTA BOCA RATON BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LOS ANGELES MIAMI NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PHILADELPHIA PHOENIX
More informationInvestment Climate Improving in The Netherlands
ALBANY AMSTERDAM ATLANTA BOCA RATON BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LOS ANGELES MIAMI NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PHILADELPHIA PHOENIX SACRAMENTO SILICON
More informationInternational Tax Survival Guide: Countdown to Common Reporting Obligations for Global Individuals
Alert Tax September 2018 International Tax Survival Guide: Countdown to Common Reporting Obligations for Global Individuals The due date for filing 2017 U.S. federal income tax returns for individuals
More informationNew York State Gaming Commission Proposes Rules on Gaming Facility Licensing
Gaming Alert July 2015 New York State Gaming Commission Proposes Rules on Gaming Facility Licensing In anticipation of the award of three casino licenses in the Empire State this fall, on July 6, 2015,
More informationAlert American Indian Law
Alert American Indian Law October 2018 Competitive Advantages of Doing Business with Native American Tribes & Tribal Corporations In an expanding global economy, investors are looking for competitive advantages
More informationAlert Tax/Public Finance
Alert Tax/Public Finance April 2018 Revenue Procedure 2018-26: New Remedial Actions Revenue Procedure 2018-26, issued April 11, 2018, provides new or additional remedial actions to issuers of tax-advantaged
More informationNew New Guidance Regarding Barrier Options
Tax Alert December 2015 New New Guidance Regarding Barrier Options In a recently released Chief Counsel Advice Memorandum (the CCA ), the Internal Revenue Service broadened its scrutiny of so-called barrier
More informationTax Hedging Policies for Insurance Companies How to Avoid an Expensive Foot Fault
Tax Alert Tax Hedging Policies for Insurance Companies How to Avoid an Expensive Foot Fault August 2015 Insurance companies are in the business of assuming risk for a fee. Fire, casualty, medical expenses,
More informationSEC Adopts Regulation Crowdfunding to Facilitate Early Capital Raises
Corporate & Securities/Capital Markets GT Alert November 2015 SEC Adopts Regulation Crowdfunding to Facilitate Early Capital Raises On Oct. 30, 2015, the Securities and Exchange Commission (SEC) adopted
More informationNew Proposed Regulations Provide Clarity and Rigidity to Tax-Free Spin- Off Rules
S! ta Tax Alert July 2016 New Proposed Regulations Provide Clarity and Rigidity to Tax-Free Spin- Off Rules If finalized, newly released proposed Treasury regulations may make spin-offs more difficult
More informationAlert Labor & Employment
Alert Labor & Employment Closing the Salary Gap & Practical Tips for Employers November 2017 Given the national spotlight on pay equity, in 2016 there was a radical change in the equal pay legal landscape,
More informationAlert Franchise & Distribution/ Cybersecurity, Privacy & Crisis Management
Alert Franchise & Distribution/ Cybersecurity, Privacy & Crisis Management EU General Data Protection Regulation: What Impact for Franchise Businesses? November 2017 One of the most important assets that
More informationGT ALERT. December 2003 PERCHLORATE STANDARDS: LEGAL IMPLICATIONS
gtlaw.com info@gtlaw.com GT ALERT PERCHLORATE STANDARDS: LEGAL IMPLICATIONS By John A. Boudet, Ronald C. LaFace & Robert J. Vincze AMSTERDAM ATLANTA BOCA RATON BOSTON CHICAGO DALLAS DELAWARE DENVER FORT
More informationTax / Real Estate. Impact of Proposed FATCA Regulations on U.S. Real Estate Ventures With Non-U.S. Investors or Lenders
ALBANY AMSTERDAM ATLANTA AUSTIN BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MEXICO CITY+ MIAMI NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO PALM BEACH COUNTY
More informationCalifornia Voluntary Compliance Initiative II for Abusive Tax Avoidance Transactions and Offshore Financial Arrangements.
California Voluntary Compliance Initiative II for Abusive Tax Avoidance Transactions and Offshore Financial Arrangements. BY VALERIE DICKERSON & MATTHEW JOHNSON California Voluntary Compliance Initiative
More informationADVISORY. Misclassification of Independent Contractors: A Challenge for Massachusetts Companies in the Delivery, Taxi, and Livery Sectors
ADVISORY Labor & Employment August 2014 Misclassification of Independent Contractors: A Challenge for Massachusetts Companies in the Delivery, Taxi, and Livery Sectors Summary In 2008, the Massachusetts
More informationCalifornia's "Tax Amnesty": What Every California Taxpayer Should Know
California's "Tax Amnesty": What Every California Taxpayer Should Know 2/17/2005 State + Local Tax Client Alert On August 16, 2004, California enacted a tax amnesty ("Amnesty Program") covering both sales
More informationState Tax Matters The power of knowing. March 9, In this issue:
State Tax Matters The power of knowing. In this issue: Amnesty/Administrative: Alabama: New Law Requires 2018 Amnesty Program, Providing for Potential Waiver of Interest and Penalties; Additional Post-Amnesty
More informationChina Initiates Value Added Tax (VAT) Reform in Shanghai 11/16/2011. A. VAT- taxable services and VAT rates
February 2012 / Issue No. 19 of Series ALBANY AMSTERDAM ATLANTA AUSTIN BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MIAMI MEXICO CITY+ NEW JERSEY NEW YORK
More informationHUMAN TRAFFICKING COMPLIANCE
HUMAN TRAFFICKING COMPLIANCE How Could This Possibly Apply to What Our Company Does? Presented by Walter T. Featherly SCCE Compliance & Ethics Conference, Anchorage, Alaska June 23, 2016 Copyright 2016
More informationChina Newsletter. 1. Mergers & Acquisitions
April 2011 / Issue No. 16 of Series ALBANY AMSTERDAM ATLANTA AUSTIN BOSTON CHICAGO DALLAS DELAWARE DENVER FORT LAUDERDALE HOUSTON LAS VEGAS LONDON* LOS ANGELES MIAMI NEW JERSEY NEW YORK ORANGE COUNTY ORLANDO
More informationSec Imposition of Accuracy-Related Penalty on Underpayments.
Sec. 6662. Imposition of Accuracy-Related Penalty on Underpayments. (a) Imposition of Penalty. If this section applies to any portion of an underpayment of tax required to be shown on a return, there shall
More informationFriday, 26 January 2018 WRM # TOPIC: Decoding Tax Reform: Pass-Through Entities Part 1 The 20% Deduction for Qualified Business Income.
The WRMarketplace is created exclusively for AALU members by experts at Greenberg Traurig and the AALU staff, led by Jonathan M. Forster, Steven B. Lapidus, Martin Kalb, Richard A. Sirus, and Rebecca S.
More informationChapter 12 Tax Administration & Tax Planning
Chapter 12 Tax Administration & Tax Planning Income Tax Fundamentals 2011 Gerald E. Whittenburg & Martha Altus-Buller Learning Objectives Identify organizational structure of the IRS Understand IRS audit
More informationNew Disclosure Requirement for Derivatives Over Basket Positions That Are Controlled by the Counterparty
July 9, 2015 New Disclosure Requirement for Derivatives Over Basket Positions That Are Controlled by the Counterparty Financial Institutions and Counterparties Must Retroactively Disclose Participation
More informationThe final regulations apply to. to binding contracts entered into after September 16, 2005.
Tax Update NOVEMBER 2005 Final Continuity of Interest Regulations Decrease the Hazards of Entering into a Tax-Free Reorganization he Internal Revenue Service T recently published final regulations providing
More informationFORGIVE AND FORGET - - THE CALIFORNIA EMPLOYMENT TAX AMNESTY. By Steven Toscher, Esq. March, 1995
FORGIVE AND FORGET - - THE CALIFORNIA EMPLOYMENT TAX AMNESTY By Steven Toscher, Esq. March, 1995 INTRODUCTION Should a taxing authority be able to forgive and forget - - that is, grant amnesty to taxpayers
More informationIP ISSUES IN MERGERS & ACQUISITIONS
M&A ACADEMY IP ISSUES IN MERGERS & ACQUISITIONS Louis Beardell, James Carrigan, and Rachelle Dubow March 29, 2016 Key IP Issues in Mergers & Acquisitions I. IP due diligence: scope, validity, ownership,
More informationZipRealty, Inc. Supplemental Data Reclassification of Consolidated Statement of Operations
Reclassification of Consolidated Statement of Operations Effective January 1, 2007, for income statement presentation purposes, we have reclassified sales support and marketing expenses from general and
More informationN o t i c e . - October 8, Cancel Date: into the CCDM. Subject: Small Business/Self-Employed
Department Internal Office of of the Revenue Chief Counsel Treasury Service N o t i c e +, N(30)000-349. - October 8, 2000 Division Counsel, Subject: Small Business/Self-Employed Upon Incorporation Cancel
More informationSOUTH DAKOTA V. WAYFAIR
A CLOSER LOOK: STATE TAX & PRACTICAL IMPLICATIONS OF THE US SUPREME COURT S DECISION IN SOUTH DAKOTA V. WAYFAIR Part II: Practical Implications for Retailers June 28, 2018 Presenters: Adam Beckerink (Chicago)
More informationFocus on New Tax Law: Section 199A Pass-Through Deduction and Restrictions on Interest Deductions
Focus on New Tax Law: Section 199A Pass-Through Deduction and Restrictions on Interest Deductions TAX UPDATE Volume 2018, Issue 2 Annette M. Ahlers ahlersa@pepperlaw.com The Tax Cuts and Jobs Act (2017
More informationCataldo Tax Law. Michael J. Cataldo Shareholder Education. Admissions. Background
, P.C. Michael J. Cataldo Shareholder michael@cataldotaxlaw.com 3445 Golden Gate Way Lafayette, CA 94549 Ph.925.395.4645 Fax 925.395.4649 www.cataldotaxlaw.com Education LL.M., Taxation, New York University
More information2012 TAXATION OF CARRIED INTERESTS CURRENT LEGISLATIVE PROPOSALS
2012 TAXATION OF CARRIED INTERESTS CURRENT LEGISLATIVE PROPOSALS David A. Sussman 2014 2014 Duane Morris LLP. All Rights Reserved. Duane Morris is a registered service mark of Duane Morris LLP. Duane Morris
More informationHOW THE 1998 TAX ACT AFFECTS YOUR DEALINGS WITH THE IRS APPEALS OFFICE. The IRS Restructuring and Reform Act of 1998.
HOW THE 1998 TAX ACT AFFECTS YOUR DEALINGS WITH THE IRS APPEALS OFFICE The IRS Restructuring and Reform Act of 1998 January 22, 1999 Robert M. Kane, Jr. LeSourd & Patten, P.S. 600 University Street, Ste
More informationState Tax Matters The power of knowing. September 28, In this issue:
State Tax Matters The power of knowing. In this issue: Income/Franchise: California : New Law Requires Certain Partnerships to Report Adjustments under Centralized Federal Partnership Audit Regime to FTB
More informationAkerman Practice Update
Akerman Practice Update FINANCIAL INSTITUTIONS August 2009 GGP Bankruptcy: Bankruptcy Remote Does Not Mean Bankruptcy Proof Joseph V. Gatti joseph.gatti@ dallas DENVER FT. LAUDERDALE JACKSONVILLE LOS ANGELES
More informationDOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans. October 26, 2010
DOL Releases Final Disclosure Regulations for Participant-Directed Individual Account Plans October 26, 2010 On October 14, the Department of Labor (DOL) released final regulations that will impose new
More informationTemporary rules under section 6662A and sections 6662 and 6664, as amended
Part III - Administrative, Procedural, and Miscellaneous Temporary rules under section 6662A and sections 6662 and 6664, as amended Notice 2005-12 The purpose of this notice is to alert taxpayers to the
More informationCharitable Contributions: Acknowledgements, Appraisals and the IRS s Strict Rules
Charitable Contributions: Acknowledgements, Appraisals and the IRS s Strict Rules W. Roderick Gagné gagner@pepperlaw.com Lisa B. Petkun petkunl@pepperlaw.com UPON AUDIT, IF A TAXPAYER DOES NOT HAVE A CONTEMPORANEOUS
More informationMay 2015 Brings a Crop of FERC Loophole Manipulation Civil Penalty Assessments
May 2015 Brings a Crop of FERC Loophole Manipulation Civil Penalty Assessments In May, two loophole penalty orders were issued regarding recent fraud and manipulation investigations conducted by the Federal
More informationTax & Business Planning e-alert CASH FOR CLUNKERS TAX REBATE. August 2009
Tax & Business Planning e-alert August 2009 In this Issue: 1 Cash for Clunkers Tax Rebate he Tax and Business Planning Practice Group provides these e- Alerts periodically to keep our clients, taxpayers
More informationWhite Collar. Criminal Defense & Internal Investigations Practice. Practical Wisdom, Trusted Advice.
White Collar Criminal Defense & Internal Investigations Practice Practical Wisdom, Trusted Advice. www.lockelord.com Locke Lord s white collar criminal defense and internal investigations practice has
More informationNOTICE OF PROPOSED CLASS ACTION SETTLEMENT YOU MAY BE REQUIRED TO FILE A CLAIM FORM. NOT ALL CLASS MEMBERS ARE REQUIRED TO FILE A CLAIM FORM.
The Superior Court of the State of California authorized this Notice. This is not a solicitation from a lawyer. NOTICE OF PROPOSED CLASS ACTION SETTLEMENT If you are a lawyer or law firm that has paid,
More informationDEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE Washington, DC June 7, 2013 MEMORANDUM FOR DISTRIBUTION FOR WHISTLEBLOWER OFFICE EMPLOYEES
DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE Washington, DC 20224 Whistleblower Office June 7, 2013 Control Number: WO -25-0613-03 Expires Date: June 7, 2014 Impacted IRM: 25.2.2 MEMORANDUM FOR
More informationLatham & Watkins Tax Department
Number 410 October 4, 2004 Client Alert Latham & Watkins Tax Department... the Act imposes additional requirements on California charitable organizations by incorporating many of the so-called corporate
More informationTaxation of Corporations and their Shareholders. Chapter 17. Tax Penalties. UNC Charlotte Master of Accountancy Program
Taxation of Corporations and their Shareholders Chapter 17 Tax Penalties UNC Charlotte Master of Accountancy Program April 27, 2015 UNC Charlotte MACC Program Chapter 17. Some Important Tax Penalties Page
More informationSecurities & Financial News to Note
Securities & Financial News to Note A Bi-Weekly Bulletin SEC/Corporate Delaware Adopts Key Changes to Delaware General Corporation Law On April 10, 2009, the Delaware governor signed into law amendments
More informationCode of Conduct and Business Ethics*
SEMINAR WEBINAR Code of Conduct and Business Ethics* prepared for presented by Jonathan A. Segal, Esquire Follow me on Twitter @Jonathan_HR_Law *No statements made in this seminar or in the PowerPoint
More informationREVISED TAX SHELTER REGULATIONS
REVISED TAX SHELTER REGULATIONS FEBRUARY 20, 2004 SIMPSON THACHER & BARTLETT LLP REVISED TAX SHELTER REGULATIONS TABLE OF CONTENTS Page TAX SHELTER DISCLOSURE STATEMENTS... 2 PARTICIPATION IN REPORTABLE
More informationAccounting for Income Taxes Quarterly Hot Topics
In this issue: Accounting Developments Federal International Multistate Controversy Did You Know? Additional resources: Financial Accounting & Reporting - Income Taxes Dbriefs Webcasts Heads Up Newsletter
More informationLatham & Watkins Tax Department. The American Jobs Creation Act of 2004 Affects Domestic Mergers and Acquisitions Tax Issues
Number 415 October 26, 2004 Client Alert Latham & Watkins Tax Department The Act makes certain significant reforms that relate to domestic mergers and acquisitions and will be of interest to U.S. taxpayers.
More informationAlabama Circuit Court Invalidates Add-Back of Royalties Paid to Affiliates
State Tax Alert www.blankrome.com January 2007 No. 1 Alabama Circuit Court Invalidates Add-Back of Royalties Paid to Affiliates The first decision in the nation to analyze a statute that requires the add-back
More informationIP ISSUES IN MERGERS & ACQUISITIONS
IP ISSUES IN MERGERS & ACQUISITIONS Louis Beardell, James Carrigan, and Rachelle Dubow June 6, 2017 2016 Morgan, Lewis & Bockius LLP Key IP Issues in Mergers & Acquisitions I. IP due diligence: scope,
More informationOSHA to Offer Alternative Dispute Resolution for Whistleblower Complaints
November 12, 2012 OSHA to Offer Alternative Dispute Resolution for Whistleblower Complaints Employers should evaluate whether new whistleblower complaints are eligible for the initiative, which provides
More informationJanuary 2010 TAX ALERTS
January 2010 TAX ALERTS 2010: Time to Convert Your Roth IRA? Due to the recent tax law change, 2010 could be remembered by many investors as the Year of the Roth Conversion, a decision that can have significant
More informationCurrent California "Strict Liability" Penalty Issues Under Revenue and Taxation Code Sections and 19138
Current California "Strict Liability" Penalty Issues Under Revenue and Taxation Code Sections 19777.5 and 19138 10/14/2009 State + Local Tax Client Alert While California s current $26 billion budget crisis
More informationEconomic Substance Doctrine: New Directive for IRS Examiners and Managers
Economic Substance Doctrine: New Directive for IRS Examiners and Managers LB&I Directive Sets Out Detailed Substantive and Procedural Standards for IRS Examiners to Follow This Provides Valuable Information
More informationDISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FOURTH DISTRICT
DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FOURTH DISTRICT RICHARD B.WEBBER, II, as the Chapter 7 Trustee for FREDERICK J. KEITEL, III, and FJK IV PROPERTIES, INC., a Florida corporation, Jointly
More informationSignificant Revisions to US International Tax Rules
Legal Update August 25, 2010 Significant Revisions to US International Tax Rules The Education Jobs and Medicaid Assistance Act of 2010 (Pub. L. No. 111-226) (the Act ) became law on August 10, 2010. While
More informationStandards of Services in Tax Matters for Business Taxpayers
Standards of Services in Tax Matters for Business Taxpayers In the course of delivering tax services to our clients or to third parties (you), BST & Co. CPAs, LLP (we or us) applies customary practices
More informationClient Alert. IRS Issues Final Regulations on Noncompensatory Partnership Options
Number 1471 February 19, 2013 Client Alert Latham & Watkins Tax Department IRS Issues Final Regulations on Noncompensatory Partnership Options On February 4, 2013, the Internal Revenue Service (IRS) released
More informationFinal 409A Deferred Compensation Regulations
April 2007 Bulletin 07-030 If you have questions or would like additional information on the material covered in this Bulletin, please contact one of the authors: Jeffrey G. Aromatorio 412.288.3364 jaromatorio@reedsmith.com
More informationJujitsu Techniques for Enforcing & Defending Contract Liability Claims
Jujitsu Techniques for Enforcing & Defending Contract Liability Claims January 19, 2017 Jeryl Bowers Sheppard Mullin Partner, Los Angeles T +310-229-3713 M +213-926-3800 jbowers@sheppardmullin.com Sheppard
More informationDISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FOURTH DISTRICT January Term 2008
DISTRICT COURT OF APPEAL OF THE STATE OF FLORIDA FOURTH DISTRICT January Term 2008 LAURI F. PARKER and CASSIE DANIELE PARKER, Appellants, v. STEVEN J. SHULLMAN, as Trustee of the PAUL SILBERMAN MARITAL
More informationAmerican Taxpayer Relief Act of 2012 The Effects on Charitable Giving
NONPROFIT ORGANIZATIONS IN THE NEWS February 2013 A Polsinelli Shughart Update American Taxpayer Relief Act of 2012 The Effects on Charitable Giving Major Tax Provisions Relating to Charitable Organizations...
More informationFebruary 2011 TAX ALERTS
February 2011 TAX ALERTS Deadline to Implement New Federal Tax Withholding Tables The 2010 Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act (2010 Tax Relief Act) made many changes
More informationHouse and Senate Pass NOL Carryback Legislation
House and Senate Pass NOL Carryback Legislation Revenue Provisions of the Worker, Homeownership, and Business Assistance Act of 2009 Include Five-Year Carryback of Net Operating Losses, an Extension and
More informationRETURN PREPARER PENALTIES UNDER TITLE 26
RETURN PREPARER PENALTIES UNDER TITLE 26 Bio Garrett Gregory Received JD from South Texas College of Law in 1999 Member of the Texas State Bar as of 1999 Received Master of Laws (Taxation) from Boston
More informationRevised (And Revised Again) Internal Revenue Code Section 6694 And New IRS Guidance
College of William & Mary Law School William & Mary Law School Scholarship Repository William & Mary Annual Tax Conference Conferences, Events, and Lectures 2008 Revised (And Revised Again) Internal Revenue
More informationReminder: 1099-MISC Filing Due Date
Tax Alerts January 2019 Reminder: 1099-MISC Filing Due Date Due Date The filing due date for paper and electronically filed Form 1099-MISC that report amounts in Box 7 (NEC (non-employee compensation))
More informationTax Engagement Letter 2014 Individual Income Tax Return
Tax Engagement Letter 2014 Individual Income Tax Return Date: Client Name(s): 1. Thank you for selecting Vanderford CPA, PLLC to assist you with your tax affairs. This letter confirms the nature and extent
More informationTAX PREPARER PENALTIES
TAX PREPARER PENALTIES Prepared by the Tax Department of GIBSON & PERKINS, PC Suite 204 100 W. Sixth Street, Media, PA 19063 610-565-1708 www.gibperk.com LEARNING OBJECTIVES: Course participants will gain
More informationThursday, February WRM# TOPIC: Tax Law Changes Reinvigorate Grantor Retained Annuity Trust (GRAT) Planning.
Thursday, February 27 2014 WRM# 14-08 The WRMarketplace is created exclusively for AALU Members by the AALU staff and Greenberg Traurig, one of the nation s leading tax and wealth management law firms.
More informationWhat Ship Finance Can Learn from Aircraft Finance
What Ship Finance Can Learn from Aircraft Finance Marine Money Ship Finance Forum NYC 2018 Richard Furey November 14, 2018 Financing Aircraft vs Financing Vesels Key Similarities» High asset value Capital
More informationPreparing for and Defending Examinations of Emerging Issues under the New Tax Act, including the Pass Through Deduction
Preparing for and Defending Examinations of Emerging Issues under the New Tax Act, including the Pass Through Deduction UCLA Tax Controversy Institute Beverly Hills, CA OCTOBER 23, 2018 www.gtlaw.com Panelists
More informationTax Alerts. Information Reporting Deadlines Coming Up Fast. January 2018
Tax Alerts January 2018 Information Reporting Deadlines Coming Up Fast Information reporting has become a growing part of the IRS s enforcement and compliance strategy. Data matching, or even the inference
More informationTax Alert Canada. Changes to income tax VDP revised. Overview
2017 Issue No. 53 19 December 2017 Tax Alert Canada Changes to income tax VDP revised EY Tax Alerts cover significant tax news, developments and changes in legislation that affect Canadian businesses.
More informationCENTURYLINK ELECTRONIC AND ONLINE PAYMENT TERMS AND CONDITIONS
CENTURYLINK ELECTRONIC AND ONLINE PAYMENT TERMS AND CONDITIONS Effective June 1, 2014 The following terms and conditions apply to electronic and online delivery and presentation of your invoices by CenturyLink
More informationMERGER & ACQUISITION LAW UPDATE
MERGER & ACQUISITION LAW UPDATE January 30, 2015 Delaware Court Voids Uncapped Indefinite Indemnity Obligations in a Merger Agreement Typical Scenario: Many deals are structured as mergers rather than
More informationThe Tax Court decision in
v a l u a t i o n Estate of Mitchell: Practical Guidance on Valuation Practice By Robert F. Reilly, CPA The Tax Court decision in Estate of Mitchell (T.C. Memo 2011-94) represents a taxpayer victory in
More informationIRS Replaces Proposed Regulations on Disguised Sale Rules and Allocation of Partnership Liabilities
IRS Replaces Proposed Regulations on Disguised Sale Rules and Allocation of Partnership Liabilities The Proposed Regulations, if Adopted, Would Reverse Prior Temporary and Proposed Regulations, but Bottom-Dollar
More informationIRC 199 Qualified Domestic Production Deduction
IRC 199 Qualified Domestic Production Deduction Arizona Federal Tax Institute November 11, 2005 Edward K. Zollars, CPA Henricks, Martin, Thomas & Zollars, Ltd. Slide 1 Provisions to Be Covered Deduction
More informationAMERICAN JOBS CREATION ACT OF 2004
AMERICAN JOBS CREATION ACT OF 2004 OCTOBER 26, 2004 TABLE OF CONTENTS Page REPEAL OF EXCLUSION FOR EXTRATERRITORIAL INCOME AND DEDUCTIONS FOR DOMESTIC PRODUCTION ACTIVITIES... 1 TAX SHELTERS... 2 Information
More informationState Tax Matters The power of knowing. February 9, In this issue:
State Tax Matters The power of knowing. In this issue: Articles: The Empire State is Open for Business Overview of Select New York Credits and Incentives... 2 Amnesty: Pennsylvania DOR Issues Non-Participation
More informationNAVIGATING AN IRS EXAM
NAVIGATING AN IRS EXAM Feb. 7, 2018 Today s presenters Patti Burquest Principal Washington National Tax practice lead Specializes in IRS examination and appeals matters, including alternative dispute resolutions
More informationBerkley Insurance Company
Lawyers Professional Liability Insurance Application CLAIMS MADE NOTICE FOR APPLICATION: This Application is for a Claims Made and Reported Policy, relating to claims made against the Insureds during the
More information"3(38) Manager" Program Services Agreement
"3(38) Manager" Program Services Agreement Wilshire Associates Incorporated ("Wilshire") is pleased to have the opportunity to provide our "3(38) Manager" Program Services (the "Services") to your Plan.
More informationThe American Jobs Creation Act of 2004
October 12, 2004 The American Jobs Creation Act of 2004 On October 11, 2004, the Senate passed the conference agreement on the American Jobs Creation Act of 2004 (H.R. 4520). The House of Representatives
More informationFederal Estate, Gift and GST Tax Exemptions and Exclusions in 2017 and 2018
Six Landmark Square 3001 Tamiami Trail North Stamford, CT 06902 Naples, FL 34103 203.327.1700 Phone 239.262.8311 Phone 203.351.4534 Fax 239.263.07032 Fax Two Greenwich Plaza 8000 Health Center Blvd., Suite
More information12 th ANNUAL NORTH CAROLINA/SOUTH CAROLINA TAX SECTION WORKSHOPS May 24 26, 2013 Kiawah Island Golf Resort Kiawah Island, SC.
12 th ANNUAL NORTH CAROLINA/SOUTH CAROLINA TAX SECTION WORKSHOPS May 24 26, 2013 Kiawah Island Golf Resort Kiawah Island, SC Table of Contents I. U.S. OFFSHORE ACCOUNT ENFORCEMENT ISSUES 2013 Niles A.
More informationDear Principal Deputy Commissioner Werfel:
Section of Taxation OFFICERS Chair Rudolph R. Ramelli New Orleans, LA Chair-Elect Michael Hirschfeld Vice Chairs Administration Leslie E. Grodd Westport, CT Committee Operations Priscilla E. Ryan Chicago,
More informationProcedures for Protest to New York State and City Tribunals
September 25, 1997 Procedures for Protest to New York State and City Tribunals By: Glenn Newman This new feature of the New York Law Journal will highlight cases involving New York State and City tax controversies
More informationClient Alert. IRS Relaxes Standard of Relief for Failing to File Gain Recognition Agreements. Background
Number 1464 February 6, 2013 Client Alert Latham & Watkins Tax Department IRS Relaxes Standard of Relief for Failing to File Gain Recognition Agreements The proposed regulations recognize that full gain
More informationJune 2010 State Tax Return. Amnesty Programs Continue Taxpayers With Unreported or Underreported Pennsylvania Taxes, Act Quickly!
June 2010 State Tax Return Volume 17 Number 2 Amnesty Programs Continue Taxpayers With Unreported or Underreported Pennsylvania Taxes, Act Quickly! Karen H. Currie Justin R. Thompson Dallas Dallas 1.214.969.5285
More informationC A R A S & S H U L M A N, P C C e r t i f i e d P u b l i c A c c o u n t a n t s B u s i n e s s A d v i s o r s
C A R A S & S H U L M A N, P C C e r t i f i e d P u b l i c A c c o u n t a n t s B u s i n e s s A d v i s o r s Dear Client: Subject: 2016 Tax Engagement Letter This letter is to confirm and specify
More informationUncertain tax positions and FIN 48: practical recommendations
OCTOBER 31, 2006 Uncertain tax positions and FIN 48: practical recommendations The time for adoption of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48) is fast approaching
More informationArticles: California Employment Training Panel. State Tax Matters The power of knowing. December 9, In this issue:
State Tax Matters The power of knowing. In this issue: Articles: California Employment Training Panel... 1 Amnesty: Coming in April 2017 Pennsylvania s Amnesty Program Offering Potential 100% Penalty Waiver
More information