This Month in M&A - February 2012

February 2012

This Month's Features:

  • Unreasonable redemption premium under sections 305 and 1504 (CCA 201152016)
  • Temporary regulations on interest expense allocation and apportionment (T.D. 9571)
  • Tax Court finds Offshore Portfolio Investment Strategy transaction lacked economic substance (Blum v. Comm’r)
  • Tax Court rules section 1060 and the Danielson rule preclude modifications to purchase price allocations (Peco v. Comm’r)
  • Second Circuit holds two foreign banks do not qualify as partners under section 704(e)(1) (TIFD III-E, Inc. v. U.S.)
  • Assignment of controlled stock to an affiliate corporation treated as a D/355 reorganization (PLR 201152008)
  • Transaction qualifies as a QSP because spin-off severs the "attributive link" between Buyer and Seller (PLR 201203004)
  • IRS updates no-rulings list (Rev. Proc. 2012-3)
  • IRS issues Form 8937, Report of Organizational Actions Affecting Basis of Securities

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Tim Lohnes
Partner, M&A Tax
Tel: +1 (202) 414 1686

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