Not every corporate acquisition is successfully completed. Even those that fail to close can involve significant transaction costs. IRS counsel, in advising on a particular fact situation….more

The IRS specifies what are allowable methods of tax reporting. Other methods may seem simpler, clearer, and more convenient, but that does not mean….more

The buyer of a business usually carries out a substantial “due diligence” effort to try to make sure that the business does not have undisclosed liabilities. In addition, the buyer and seller normally….more

Effective at the beginning of 2016, it has been possible for a business to contract with a Certified Professional Employer Organization (“CPEO”) to handle its employment tax obligations and in doing so….more

Spin-offs, split-offs and split-ups generally are high-stakes transactions: while some qualify for tax-free treatment, the tax burden on those that fail can be be crippling. For many taxpayers, the only….more

Experienced buyers of businesses commonly understand that they can be at risk for unpaid pre-acquisition employment or sales taxes of the businesses. Generally, however ….more

Since 1969, the Internal Revenue Code has authorized the Treasury to promulgate regulations distinguishing debt from equity. Although it made a few ….more

In 2014, we remarked on the possibility of executive action to curb “inversion” transactions in which corporations remove themselves from….more

Two recent Tax Court memorandum decisions address instances in which taxpayers argued to change the characterization of transactions they had structured. The IRS can….more

When two parties negotiate a transaction it is reasonable to expect that they will make a fair exchange, whether they….more

A pass-through entity (partnership, LLC taxed as a partnership, or corporation that has made an “S election”) is not a taxpayer: it simply….more

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