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    World’s longest letter ruling
    2012-11-01

    LTR 201240017 is the world’s longest letter ruling, 111 pages in PDF format. Not surprisingly, it is a Section 355 ruling. It was issued three-and-a-half months after the original submission, with those dates bridging Christmas and New Year’s Day. There were seven additional submissions from the taxpayer in the interim. The release of the ruling was delayed for a couple of months.

    Filed under:
    USA, Corporate Finance/M&A, Insolvency & Restructuring, Tax, Alston & Bird LLP, Liquidation, Holding company
    Authors:
    Jasper L. (Jack) Cummings , Jr.
    Location:
    USA
    Firm:
    Alston & Bird LLP
    The “conservative” tax majority on the Supreme Court
    2012-06-01

    The two most recent decisions of the Supreme Court involving federal taxes illustrate how a conservative approach to statutory interpretation tends to prevail, but only with great effort, and changing constituencies.

    Hall v. United States

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Tax, Alston & Bird LLP, Bankruptcy, Statutory interpretation, Statute of limitations
    Authors:
    Jasper L. (Jack) Cummings , Jr.
    Location:
    USA
    Firm:
    Alston & Bird LLP
    Downstream D
    2012-04-07

    LTR 201214013 applies a 55 year old ruling to treat a subsidiary liquidation as a downstream D reorganization, thus preserving the basis in the liquidating subsidiary’s stock, which would not be the case if it had liquidated under section 332.

    Facts. Holdco owns Parent, which owns Target Parent, which owns Target Sub. Holdco wants to wind up owning Target Sub directly, but evidently did not want to lose its basis in its Parent stock and wanted to maintain Parent in existence as an entity.

    Filed under:
    USA, Insolvency & Restructuring, Tax, Alston & Bird LLP
    Authors:
    Jasper L. (Jack) Cummings , Jr.
    Location:
    USA
    Firm:
    Alston & Bird LLP
    Reorganization and consolidated rulings issued
    2012-02-27

    The usual Friday release of a large number of letter rulings by the IRS included several rulings of interest on reorganizations and consolidated return issues.

    Filed under:
    USA, Insolvency & Restructuring, Tax, Alston & Bird LLP, Shareholder, Debtor, Security (finance), Liquidation, Holding company, Internal Revenue Service (USA)
    Authors:
    Jasper L. (Jack) Cummings , Jr.
    Location:
    USA
    Firm:
    Alston & Bird LLP
    Insolvent foreign subsidiaries
    2011-12-29

    Generic Legal Advice Memorandum AM 2011-003 (August 18, 2011)

    Overview

    Filed under:
    USA, Insolvency & Restructuring, Tax, Alston & Bird LLP, Shareholder, Liability (financial accounting), Tax deduction
    Location:
    USA
    Firm:
    Alston & Bird LLP
    Bankruptcy reorganization
    2011-02-28

    The taxpayer was able to convince the court that the creditors who got the stock in the reorganization were not the prior owners. Because the events occurred in 1992, under a prior version of the continuity of proprietary interest rules, continuity of ownership was broken and a section 338(h)(10) election could be made and the basis in the assets inside the corporation stepped up to fair market value, with no tax liability because the seller was in bankruptcy with large net operating losses (NOLs).

    Filed under:
    USA, Insolvency & Restructuring, Litigation, Tax, Alston & Bird LLP, Tax exemption, Bankruptcy, Shareholder, Debtor, Interest, Federal Reporter, Debt, Liquidation, Fair market value, Subsidiary, Seventh Circuit
    Authors:
    Jasper L. (Jack) Cummings , Jr.
    Location:
    USA
    Firm:
    Alston & Bird LLP
    Liquidation applications on a disputed tax debt and the applicability of section 177(3) of the Tax Administration Act 28 of 2011
    2014-07-31

    Judge Andre van Niekerk handed down an interesting judgment in the High Court of South Africa (North Gauteng Division) on 30 September 2013.  In my respectful opinion the judgment is insightful and is correct.  The facts are fairly simple.  Miles Plant Hire (Pty) Ltd (MPH) had a tax liability of R37 441 090.59 to the commissioner of the South African Revenue Services (SARS). SARS had levied a tax assessment in this amount on MPH, which included penalties and interest.

    Filed under:
    South Africa, Insolvency & Restructuring, Litigation, Tax, Hogan Lovells, Liquidation
    Authors:
    Keith Braatvedt
    Location:
    South Africa
    Firm:
    Hogan Lovells
    French legal and regulatory update - April 2014
    2014-05-01

    Summary of miscellaneous French draft legislation
    • Draft law granting amnesty for acts committed in the course of social movements and trade unions' protesting activities – Filed on
    November 28, 2012 – Adopted in first reading by the Senate on February 27, 2013 – A vote for a referral to commission was adopted
    during the first session on May 16, 2013.
    • Draft law relating to social and solidarity-based economy, n°805 – filed on July 24, 2013 – adopted in first reading by the Senate on
    November 7, 2013.

    Filed under:
    European Union, France, Capital Markets, Company & Commercial, Competition & Antitrust, Employment & Labor, Energy & Natural Resources, Environment & Climate Change, Healthcare & Life Sciences, Insolvency & Restructuring, IT & Data Protection, Media & Entertainment, Real Estate, Tax, Telecoms, Hogan Lovells
    Location:
    European Union, France
    Firm:
    Hogan Lovells
    Securitisation 2020: U.K. Law and Practice
    2020-05-20

    Our note provides a high-level guide to securitisation transactions under English law. Written in partnership with Chambers and Partners, it forms the UK-focused section of the Chambers and Partners Global Practice Guide: Securitisation 2020.

    This general guide discusses a broad range of topics to provide a helpful overview to those that are looking at a first time securitisation. It also provides guidance on a number of more detailed points to assist with those more experienced in securitisations, including recently regulatory development.

    Filed under:
    United Kingdom, Banking, Capital Markets, Corporate Finance/M&A, Insolvency & Restructuring, Litigation, Private Client & Offshore Services, Securitization & Structured Finance, Tax, Hogan Lovells, Value added tax, Coronavirus
    Location:
    United Kingdom
    Firm:
    Hogan Lovells
    Change in HMRC approach to debt for equity swaps
    2010-09-07

    Guidance published by HMRC in its Corporate Finance Manual has recently been updated to reflect a change in practice regarding the corporation tax treatment of debt for equity swaps.

    Debt for equity swaps are commonly used in corporate restructuring, particularly when a company is in financial difficulty. They may also be encountered in the termination of joint venture arrangements where, prior to the sale of shares in the joint venture company by one co-venturer to the other, the parties wish to convert any loans made to the company into shares.

    Filed under:
    United Kingdom, Insolvency & Restructuring, Tax, Hogan Lovells, Share (finance), Shareholder, Debtor, Interest, Swap (finance), Consideration, Debt, Joint venture, HM Revenue and Customs (UK)
    Location:
    United Kingdom
    Firm:
    Hogan Lovells

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